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R-2014-1342 - 4/24/2014
RESOLUTION NO. R-2014-1342 WHEREAS, the City desires to purchase certain property interests necessary for the Parcel 150 36" Waterline Project, and said tracts ("Property") are depicted on Exhibits A -B and Exhibits C -D to the Easement Purchase Contract, and WHEREAS, Nelson Homestead Family Partnership, LTD., the owner of the Property, has agreed to sell said Property to the City, Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, That the Mayor is hereby authorized and directed to execute on behalf of the City an Easement Purchase Contract with Nelson Homestead Family Partnership, LTD., for the purchase of the above described Property, a copy of said Easement Purchase Contract being attached hereto as Exhibit "A" and incorporated herein for all purposes. The City Council hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended. RESOLVED this 24th day of April, 2014. ALAN MCGRAW, Mayor City of Round Rock, Texas ATTEST: SARA L. WHITE, City Clerk 0112.1404.00296693 EXHIBIT I,A» EASEMENT PURCHASE CONTRACT THIS EASEMENT PURCHASE CONTRACT (this "Contract") is entered into this day of , 2014, by and between NELSON HOMESTEAD FAMILY PARTNERSHIP, LTD., a Texas limited partnership ("Seller"), and CITY OF ROUND ROCK, TEXAS ("Buyer"), who, in consideration of the mutual covenants and benefits of this Contract, and other good and valuable consideration, the receipt and sufficiency of which Seller and Buyer each acknowledge, agree as follows: ARTICLE I PURCHASE OF EASEMENT 1.1 Identification of Property. Seller is the owner of: (a) the real property located in Williamson County, Texas, which is depicted on Exhibits "A -B" attached hereto and incorporated herein by reference and consisting of approximately 3.4 acres, more or less, for a permanent utility easement, and approximately 5.708 acres, more or less, for a temporary construction easement interest (the "Utility Easement Tracts"); (b) the real property located in Williamson County, Texas, which is depicted on Exhibits "C -D" attached hereto and incorporated herein by reference and consisting of approximately 2.8968 acres, more or less (the "Temporary Construction Easement and Staging/Stockpiling Easement Tracts"). The Utility Easement Tracts and the Temporary Construction Easement and Staging/Stockpiling Easement Tracts are sometimes referred to collectively in this Contract as the "Easement Tracts" or the "Property". The exact location of the Property is subject to minor modification after engineering has been completed and the City of Round Rock, Texas (the "City"), has finalized the design of the facilities to be installed therein. During the Feasibility Period (hereinafter defined) and after the City has completed its design process, Buyer has caused to be prepared and delivered to Seller, metes and bounds descriptions of the Utility Easement Tracts with the acreages thereof calculated to the nearest 1/100th of an acre (the "Property Descriptions"). 1.2 Purchase Price. As used in this Contract, the term "Purchase Price" means the sum of THIRTY SEVEN THOUSAND THREE HUNDRED TWENTY-SIX AND NO/100 DOLLARS ($37,326.00) 1.3 Purchase and Sale Agreement. For the Purchase Price and in accordance with the terms and provisions of this Contract, Seller agrees to sell and convey, and Buyer agrees to purchase and pay for easement estates in and to the Easement Tracts (individually an "Easement" and collectively, the "Easements"). 1.4 Eminent Domain. Seller and Buyer agree that the Easements are being sold and conveyed to the City under the imminence of condemnation, as that term is used in the Internal Revenue Code, Title 26, United States Code. (007.00073497.1) 1.5 Earnest Money. Within ten (10) Business Days after the Effective Date (as defined below) of this Contract, Buyer shall deposit with Texas American Title Company, 715 Discovery Blvd., Suite 205, Cedar Park, Texas 78613, Attn: Julia Bcchara (the "Title Company"), as "Earnest Money" (herein so called), the full amount of the Purchase Price (Las • The Earnest Money shall be held in an interest-bearing, federally -insured account, and all accrued interest thereon shall become a part of the Earnest Money. The Earnest Money shall be credited against the Purchase Price at the Closing. ARTICLE II FEASIBILITY REVIEW; ADDITIONAL DELIVERIES 2.1 Feasibility Period. As used in this Contract, the term "Feasibility Period" means the period of time from the Effective Date to and through the "Closing Date" (hereinafter defined). 2.2 Buyer Termination Right. Notwithstanding any provision in this Contract to the contrary, should Buyer determine, in Buyer's sole and absolute discretion, that either of the Easement Tracts is not satisfactory to Buyer .for any reason or that any matters relating to or arising out of the transactions evidenced by this Contract are not acceptable to Buyer for any reason, then Buyer may terminate this Contract by delivering written notice of such termination to Seller on or before the expiration of the Feasibility Period, in which event the Earnest Money shall be refunded to Buyer and neither party shall have any further rights or obligations under this Contract. 2.3 Additional Consideration. As additional consideration and as an obligation which shall survive the closing of this transaction, Buyer agrees to cause the installation, at Buyer's expense, of the following (collectively called the "Installed Additional Facilities"): (1) 36" x 12" Tees, 12" Gate Valves, and 12" Plugs; (2) Waste Water Manhole with 12" Stub -Out at I% grade; and 2" Tapping Saddle with 2" Gate Valve. The Installed Additional Facilities shall he installed on Buyer's proposed water and/or waste water facilities in the locations as shown and as set out in further detail on Exhibit "E" attached hereto and incorporated herein. All Installed Additional Facilities shall be in accordance with standard engineering requirements, and any specific requirements of the development rules of the City of Round Rock, Texas. Subject to Seller's property being annexed into the City or becoming part of a Municipal Utility District, payment of all impact, connection, and other standard fees, and payment of any then standard rates for water and wastewater service in effect for water and wastewater customers of Buyer, Seller shall have the right to connect to and receive water and wastewater service through the Installed Additional Facilities. The foregoing is not intended to be a reservation of water and wastewater capacity on behalf of the Seller. The terms and conditions of this Section 2.3 shall be incorporated into and made a part of the Utility Easement Agreement and the Prior Easements as amended. 2.4 Amendment to Existing Easements. With respect to the existing Water Line Easement by and between Seller and Buyer dated December 16, 2013 and recorded under Document No. 2013116365, Official Public Records of Williamson County, Texas and the (007.00073497.1) (W6587338.8) (W0587338.8) D-B- existing Wastewater Line Easement by and between Seller and Buyer dated December 16, 2013 and recorded under Document No. 2013116366, Official Public Records of Williamson County, Texas (the "Prior Easements"), Seller and Buyer agree to amend such Prior Easements by executing and delivering, at Closing, that certain First Amendment to Water Line Easement and that certain First Amendment to Wastewater Line Easement in substantially the forms attached to this Contract as Exhibits "H" and "I", respectively. Such amendments address temporary construction easements granted in connection with said Prior Easements, for which Seller has been or shall be separately compensated at Closing by Taylor Morrison of Texas, Inc. pursuant to separate agreement. ARTICLE III CLOSING 3.1 Closing. The Closing of the transactions contemplated under this Contract ("Closing") shall occur on or before April 30, 2014, time being strictly of the essence hereunder. Closing shall occur in the offices of the Title Company. 3.2 Taxes; Prorations. (a) Easement Tracts. Real estate taxes relating to the Easement Tracts will not be prorated. Seller will remain responsible for all real estate taxes relating to the Easement Tracts and Buyer will have no obligation to pay any portion of those real estate taxes. (b) Survival. This Section 3.2 shall survive Closing. 3.3 Closing Costs. Each party will pay its own attorneys' fees, but otherwise, all closing costs will be paid by Buyer. 3.4 Seller's Obligations At Closing. At Closing, Seller, at Seller's sole cost and expense, shall take the following actions and/or deliver, or cause to be delivered, to Buyer the following: (a) Seller Documents. At Closing, Seller shall execute and deliver to the Title Company, for recording in the Official Public Records of Williamson County, Texas: (i) an easement agreement (the "Utility Easement Agreement"), fully executed and acknowledged by Seller, conveying to the City of Round Rock, Texas, an easement estate in and to the Utility Easement Tract, subject only to title exceptions in existence on the Effective Date of this Contract or otherwise consented to by the City of Round Rock, Texas; and (ii) an easement agreement (the "Temporary Construction Easement/Staging and Stockpiling Area Agreement"), fully executed and acknowledged by Seller, conveying to the City of Round Rock, Texas, an easement estate in and to the Temporary Construction Easement and Staging/Stockpiling Easement Tract, subject only to title exceptions in existence the Effective Date of this Contract or otherwise consented to by the City of Round Rock, Texas. The Utility {007.00073497.1} {W0587338.8) {W0587338.8} D-B- Easement Agreement shall be substantially in the form attached to this Contract as Exhibit "F" and incorporated herein by reference, with all blanks therein completed as necessary and with all exhibits attached thereto as necessary. The Temporary Construction Easement/Staging and Stockpiling Area Agreement shall be substantially in the form attached to this Contract as Exhibit "G" and incorporated herein by reference, with all blanks therein completed as necessary and with all exhibits attached thereto as necessary. The respective Property Descriptions as approved by Seller shall be attached to the Easement Agreements. The terms and conditions of the Easement Agreements may be modified and/or supplemented only upon and with the written agreement of Seller and Buyer, either prior to or after Closing, which will not be unreasonably withheld or unduly delayed. (b) Other Instruments. Seller shall execute and deliver such other documents as are customarily executed in Texas in connection with the conveyance of real property, including all reasonably required closing statements, releases, affidavits, evidences of authority to execute the documents, and any other instruments contemplated in this Contract or that may be reasonably required by the Title Company. (c) Possession. Seller shall deliver possession of the Property to Buyer at Closing, free and clear of all parties or tenants in possession other than the tenancy under an agricultural lease by and between Seller, as Lessor, and James A. Davidson, Jr. and Dennis L. Davidson DBA Davidson Brothers, as Lessee, which tenancy shall be a Permitted Exception only to the extent described or allowed in the Easement Agreements. (d) Tax Certificate. Seller agrees to cause the Title Company to furnish a tax certificate evidencing the payment of all ad valorem taxes on the Property for the prior tax year and the year of Closing if the taxes are then due and payable. (e) Foreign Investment In Real Property Tax Act Requirements. Seller and Buyer agree to comply with all requirements of the Foreign Investment In Real Property Tax Act, as amended, and applicable IRS Regulations ("FIRPTA"). If Seller is not a "foreign person" as defined in FIRPTA, this requirement includes the delivery of a Certificate at Closing verifying that Seller is not a foreign person. If Seller is a foreign person or if Seller fails to deliver the required Certificate, Seller acknowledges that a portion of the Purchase Price that would otherwise be paid to Seller at the Closing must be withheld in order to comply with the FIRPTA requirements. The amount required to be withheld shall be paid to a mutually acceptable third party escrow agent for delivery to the Internal Revenue Service, along with the appropriate FIRPTA reporting forms, copies of which shall be provided to Seller and Buyer. If Seller and Buyer do not designate an escrow agent for such purpose prior to the Closing, the Title Company is authorized to act as such escrow agent. All costs and expenses relating to the withholding and payment of such funds to the Internal Revenue Service shall be paid by Seller. 3.5 Buyer's Obligations At Closing. At the Closing, Buyer, at Buyer's sole cost and expense, shall take the following actions and/or deliver or cause to be delivered, to the Title Company, the following: {007.00073497.1} (W0587338.8) (W0587338.8) D-B- (a) Payment of Purchase Price. Buyer shall pay the Purchase Price in cash or other immediately available funds, subject to any adjustments for prorations and other credits provided for in this Contract; and (b) Title Policy. Buyer shall cause the Title Company to issue and deliver to the City of Round Rock, Texas an Owner Policy of Title Insurance in the full amount of the Purchase Price, insuring Purchaser's title or easement interests in and to the Property, and subject only to the title exceptions referenced in Section 3.4(a) above, as applicable, and the Title Company's standard printed exceptions. (c) Other Instruments. Buyer shall execute and deliver such other documents as are customarily executed in Texas in connection with the acquisition of real property for cash, including all required closing statements, affidavits, evidences of authority to execute the documents, and any other instruments contemplated in this Contract or that may be required by the Title Company. 3.6 Closing Contingency. The obligations of Seller and Buyer to close the transaction under this Contract are conditioned and contingent upon the Seller and Buyer joining in the execution and delivery of the Easement Agreements and any other instruments required hereunder. If for any reason, the Seller or Buyer fails or refuses to join in such execution, then the other party may terminate this Contract, in which event the Earnest Money shall be returned to Buyer and thereafter neither party will have any further rights, remedies or obligations under this Contract. ARTICLE IV DEFAULTS AND REMEDIES 4.1 Buyer's Default and Seller's Remedies. Buyer shall be deemed to be in default under this Contract on the occurrence of any one or more of the following events (each, a "Buyer Default"): (a) Buyer fails or refuses to perform any one or more of Buyer's obligations at Closing, or fails or refuses to deliver the Earnest Money when required hereunder, for any reason other than a Seller Default or termination by Buyer under some provision of this Contract, or (b) Buyer fails to meet, comply with, or perform any other covenant, agreement, or obligation set forth in or arising under this Contract (a "Buyer Breach") and Buyer fails to cure such Buyer Breach within ten (10) days after Seller gives Buyer written notice of such Buyer Breach. If a Buyer Default occurs and is continuing, Seller, as Seller's sole and exclusive remedy for such default, shall be entitled to terminate this Contract by written notice delivered to Buyer on or before the date of Closing (provided that Buyer shall remain liable for satisfaction of any post -termination obligations); provided however, as more particularly set forth in the Utility Easement Agreement and the Prior Easements as amended, Seller's rights access and connection to the Installed Additional Facilities may be enforced by specific performance against Buyer, and such rights shall survive the Closing. (007.00073497. ( } (W0587338.8} (W0587338.8} D-B- 4.2 Seller's Default and Buyer's Remedies. Seller shall be deemed to be in default under this Contract on the occurrence of any one or more of the following events (each, a "Seller Default"): (a) Seller fails or refuses to perform any one or more of Seller's obligations at Closing, for any reason other than a Buyer Default or termination by Seller under some provision of this Contract, or (b) Seller fails to meet, comply with, or perform any other covenant, agreement, or obligation set forth in or arising under this Contract or any of Seller's warranties or representations set forth in this Contract is determined to have been untrue in any material respect when made (a "Seller Breach") and Seller fails to cure such Seller Breach within ten (10) days after Buyer gives Seller notice of such Seller Breach. If a Seller Default occurs and is continuing, Buyer, as Buyer's sole and exclusive remedy for such default, shall be entitled to either: (i) terminate this Contract by written notice delivered to Seller on or before the date of Closing; (ii) enforce specific performance of this Contract against Seller; or (iii) waive, prior to or at Closing, as applicable, the applicable objection or condition and proceed to close the transaction contemplated hereby in accordance with the remaining terms hereof. Upon Buyer's election to terminate the Contract for a Seller Default as provided in this Section 4.2, all Earnest Money shall be promptly returned to Buyer. 4.3 Attorney's Fees. If either party to this Contract defaults in the performance required hereunder, and the non -defaulting party employs an attorney to enforce the terms hereof, such non -defaulting party shall be entitled to reasonable attorney's fees from the defaulting party if such non -defaulting party prevails in any litigation to enforce this Contract. ARTICLE V BROKERS 5.1 Indemnity. SELLER AND BUYER EACH WARRANT AND REPRESENT TO THE OTHER THAT NEITHER OF THEM HAS DEALT WITH ANY AGENT OR BROKER IN CONNECTION WITH THE SALE AND PURCHASE OF THE PROPERTY, AND SELLER AND BUYER EACH AGREE, TO THE EXTENT ALLOWED BY APPLICABLE LAW, TO INDEMNIFY AND HOLD THE OTHER PARTY HARMLESS FROM ANY LOSS, LIABILITY, OR EXPENSE SUFFERED BY THE OTHER PARTY BY REASON OF A BREACH OF SUCH WARRANTY AND REPRESENTATION. 5.2 Acknowledgment. The parties hereby acknowledge that John C. Nelson, a principal in this transaction by virtue of ownership (directly or indirectly) of one or more partnership interests in Seller, is also a licensed Texas real estate broker. ARTICLE VI SPECIAL PROVISIONS 6.1 Takings. Seller agrees to give Buyer prompt notice of any condemnation or similar proceeding instituted against the Property after the Effective Date. With respect to any such condemnation or other proposed taking of any portion of the Property during the term hereof, Seller shall have the following options: (a) require that Seller and Buyer amend this (007.00073497.1) (W0587338.8) (W0587338.8) D-B- Contract to exclude the portion of the Property taken or dedicated or to be taken or dedicated (whether or not such taking or dedication occurs prior to Closing), and keep the proceeds therefrom for itself; or (b) proceed with Closing, in which event such conveyance will occur subject to the pending condemnation or dedication and Buyer shall assume all responsibility for finalizing such condemnation or dedication and shall be entitled to the proceeds therefrom. It is the intent of the parties that, in all events, Seller shall receive not less than the portion of the Purchase Price attributable to any portion of the Property that is taken or dedicated. Notwithstanding the preceding provisions, in the event of a taking of any portion of the Property, Buyer may terminate this Contract by written notice to Seller delivered on or before the earlier of thirty (30) days after Seller notifies Buyer of the proposed taking or the date of Closing hereunder, in which event both parties shall be released from all further obligations under this Contract and Buyer shall be refunded the Earnest Money promptly. 6.2 Contract Subject to Member Approval. Seller's acceptance of this Contract is conditioned on approval of the Contract by all members of the general partner of Seller ("Member Approval"). If Seller delivers notice to Buyer on or before April 9, 2014that Seller has been unable to obtain the required Member Approval, this Contract will automatically terminate and be of no further force and effect, whereupon the Earnest Money shall be returned to Buyer promptly. If Seller does not deliver such notice on or before April 9, 2014, the Member Approval condition shall be deemed waived. 6.3 Warranty Disclaimers. SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTEES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO: (1) THE NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (2) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH THE CITY OF ROUND ROCK, TEXAS MAY CONDUCT THEREON, (3) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (4) THE HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, (5) THE PRESENCE OF ANY ENDANGERED OR THREATENED SPECIES OR ENVIRONMENTAL FEATURES ON THE PROPERTY, AS WELL AS THE SUITABILITY OF THE PROPERTY AS HABITAT FOR ANY OF THOSE SPECIES, (6) THE AVAILABILITY OF UTILITY SERVICE TO THE PROPERTY, OR (7) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY.. BUYER AGREES THAT THE PROPERTY IS TO BE CONVEYED TO AND ACCEPTED BY THE CITY OF ROUND ROCK, TEXAS AT CLOSING, AS IS, WHERE IS, AND WITH ALL FAULTS, IF ANY. BUYER ACKNOWLEDGES THAT INCLUSION OF THE FOREGOING DISCLAIMERS AND AS -IS LANGUAGE IS AN ESSENTIAL ELEMENT OF THIS CONTRACT AND A MATERIAL PART OF THE CONSIDERATION FOR SELLER, WITHOUT WHICH SELLER WOULD NOT ENTER INTO THIS CONTRACT. {007.00073497.1 } (W0587338.8) (W0587338.8) D-B- ARTICLE VII MISCELLANEOUS PROVISIONS 7.1 Notice. All notices, demands and requests which may be given or which are required to be given by either party to the other, and any exercise of a right of termination provided by this Contract, shall be in writing and shall be deemed effective when: (i) personally delivered to the intended recipient, (ii) sent, by certified or registered mail, return receipt requested, addressed to the intended recipient at the address specified below; (iii) delivered in person to the address set forth below for the party to whom the notice was given; (iv) deposited into the custody of a recognized overnight delivery service such as Federal Express, Emery, or Lone Star Overnight, addressed to such party at the address specified below; or (v) sent by facsimile, telegram or telex during normal business hours (if not sent during normal business hours, then such notice, demand, or request shall be deemed effective, as to its transmission by facsimile, telegram, or telex, on the next Business Day), provided that receipt for such facsimile, telegram or telex is verified by the sender and followed by a notice sent in accordance with one of the other provisions set forth above. For purposes of this Section 7.1, the addresses of the parties for all notices are as follows (unless changed by similar notice in writing given by the particular person whose address is to be changed): If to Buyer: with copy to: If to Seller: City of Round Rock, Texas Attn: City Manager 221 East Main Street Round Rock, Texas Phone: Fax: Sheets & Crossfield, P.C. Attn: Steven Sheets 301 East Main Street Round Rock, Texas 78664 Phone: 512.255-8877 Fax: 512.255-8986 Nelson Homestead Family Partnership, Ltd. Attn: John C. Nelson 3404 Glenview Avenue Austin, Texas 78703 Phone: 512.467.9686 Fax: 512.467.8558 (007.00073497.1) (W0587338.8) {W0587338.8} D-B- with copy to: Christopher K. Bell, Esq. 806 West 10th Street, Suite B Austin, Texas 78701 Phone: 512.320.4545 Fax: 512.369.8315 7.2 Assignment of Contract. This Contract may not be assigned by Buyer without the consent of Seller, which consent may be withheld or granted in Seller's sole and absolute discretion. 7.3 Survival of Covenants. Except as otherwise expressly provided herein, the representations, warranties, covenants, and agreements of the parties, as well as any rights and benefits of the parties, pertaining to a period of time following Closing shall survive Closing for a period of one (1) year and shall not he merged therein. 7.4 Texas Law to Apply. THIS CONTRACT SHALL BE CONSTRUED UNDER AND IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, AND ALL OBLIGATIONS OF THE PARTIES CREATED BY THE CONTRACT ARE PERFORMABLE IN THE COUNTY IN WHICH THE PROPERTY IS LOCATED. 7.5 Parties Bound. This Contract shall be binding upon and inure to the benefit of the parties to this Contract and their respective heirs, executors, administrators, personal representatives, legal representatives, successors and assigns. 7.6 Legal Construction. In case any one or more of the provisions contained in this Contract shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of the Contract, and this Contract shall be construed as if such invalid, illegal, or unenforceable provision had never been contained in the Contract. 7.7 Prior Agreements Superseded. This Contract constitutes the sole and only agreement of the parties to the Contract concerning the purchase of the Property, and supersedes any prior understandings or written or oral agreements between the parties or any affiliate of the parties concerning the purchase of the Property. 7.8 Time of Essence. Time is of the essence with respect to this Contract and the performance of all obligations contained herein. 7.9 Gender. Words of any gender used in this Contract shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise. 7.10 Multiple Counterparts. This Contract may be executed in a number of identical counterparts which, taken together, shall constitute collectively one (1) agreement, but in (007.00073497.1) (W0587338.8) (W0587338.8) D-B- making proof of this Contract, it shall not be necessary to produce or account for more than one such counterpart. 7.1 1 Days and Deadlines. The term "Effective Date" means the date on which this Contract is executed by the Buyer, which is indicated beneath the Mayor's signature below.. As used in this Contract, "days" shall mean and refer to calendar days. However, if a deadline falls or notice is required on a Saturday, Sunday, or a legal banking holiday, then the deadline or notice shall be extended to the next calendar day which is not a Saturday, Sunday, or a legal banking holiday. The term "Business Days" means any day which is not a Saturday, Sunday, or a legal banking holiday. 7.12 Notice Regarding Possible Annexation. Pursuant to Section 5.011 of the Texas Property Code, Seller hereby notifies Buyer as follows: If the property that is the subject of this contract is located outside the limits of a municipality, the property may now or later be included in the extraterritorial jurisdiction of a municipality and may now or later be subject to annexation by the municipality. Each municipality maintains a map that depicts its boundaries and extraterritorial, jurisdiction. To determine if the property is located within a municipality's extraterritorial jurisdiction or is likely to be located within a municipality's extraterritorial jurisdiction, contact all municipalities located in the general proximity of the property for further information. [Signature page to follow) {007.00073497.1} {W0587338.8) {W0587338.8) D-B- SELLER: NELSON HOMESTEAD FAMILY PARTNERSHIP, LTD., a Texas limited partnership By: NELSON HOMESTEAD MANAGEMENT, LLC, a Texas limited liability company, its general partner By: �� C,. . iu C. Nelson, Manager Date: 3/2 6 /! BUYER: CITY OF ROUND ROCK, TEXAS By: Name: Title: Date: {(107.00073497.1 } (W0587338.8} (W0587338.8) D-B- RECEIPT BY TITLE COMPANY The undersigned Title Company hereby acknowledges receipt of the Earnest Money and a copy of this Contract, and agrees to hold and dispose of the Earnest Money in accordance with the provisions of this Contract. Date: TITLE COMPANY: TEXAS AMERICAN TITLE COMPANY By: Name: Title: {007.00073497.1} {W0587338.8} {W0587338.8) D-B- 2.381 ACRES CITY OF ROUND ROCK NELSON EASEMENT PART 1 EXHIBIT , PROPERTY DESCRIPTION Page 1 of 4 NOVEMBER 12, 2013 DESCRIPTION OF A 2.381 ACRE (103,715 SQUARE FOOT) TRACT OF LAND SITUATED IN THE JOSEPH MOTT SURVEY, ABSTRACT NO. 427 AND THE JOHN JUSTICE SURVEY, ABSTRACT NO. 356 IN WILLIAMSON COUNTY, TEXAS, BEING A PORTION OF THE REMAINDER OF THAT CALLED 1162.08 ACRE TRACT CONVEYED TO NELSON HOMESTEAD FAMILY PARTNERSHIP, LTD., IN DOCUMENT NO. 9824078 OF THE OFFICIAL RECORDS OF WILLIAMSON COUNTY, TEXAS, AND DESCRIBED IN INSTRUMENT RECORDED IN VOLUME 534, PAGE 562 OF THE DEED RECORDS OF WILLIAMSON COUNTY, TEXAS, SAID 2.381 ACRE (103,715 SQUARE FOOT) TRACT OF LAND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: COMMENCING at a 1/2" iron rod found being a point of curvature to the right in the southerly right-of-way line of University Boulevard (Chandler Road) (right-of-way width varies), same being in the northerly boundary line of said remainder of 1162.08 acre tract, also being the northerly line of a proposed 30 foot wide easement; THENCE with said southerly right-of-way line and said northerly boundary line of the remainder 011162.08 acre tract, along said curve to the right, having a delta angle of 06°46'17", a radius of 3437,00 feet, an arc distance of 406.19 feet and a chord which bears N 53°45'37" E, for a distance of 405.95 feet to a calculated point, saine being the northeasterly corner of said proposed 30 foot wide easement; THENCE departing said southerly right-of-way line, through said remainder of 1162.08 acres, with the easterly line of said proposed 30 foot wide easement. S 34°06'14" E, for a distance of 30.01 feet to a calculated point being the southeasterly corner of said proposed 30 foot wide easement for the POINT OF BEGINNING and northeasterly corner of the herein described tract; THENCE through the interior of said remainder of 1162.08 acre tract, the following (4) four courses- 1) departing said proposed 30 foot wide easement, S 34°06'14" E, for a distance of 262.37 feet to a calculated point of curvature to the right; 2) along said curve to the right, having a delta angle of 52°32'54", a radius of 3090.00 feet, an arc distance 2833.96 feet and a chord which bears S 07°49'47" E, for a distance of 2735.68 feet to a calculated point of tangency; 3) S 18°26'40" W, for a distance of 374,11 feet to a calculated point being an ell corner in the northeasterly boundary line of a proposed 30 foot wide easement for the southeasterly corner of the herein described tract; 4) THENCE, with said proposed easement, N 71°03'39" W, for a distance of 30.00 feet to a calculated point being in the proposed easterly right-of-way line of a 110 foot wide strip of land (Arterial "A") for the southwesterly corner of the herein described tract; THENCE, departing said proposed 30 foot wide easement, with the said proposed easterly right-of-way line of (Arterial "A"), through the interior of said remainder of 1162.08 acre tract, the following (3) three courses: 5) N 18°26'40" E, for a distance of 373.85 feet to a calculated point of curvature to the left; 6) along said curve to the left, having a delta angle of 52°32'54", a radius of 3060.00 feet, an am distance 2808.45 feet and a chord which bears N 07°49'47" W, fora distance of 2709.12 feet to a calculated point of tangency; 7) N 34°06'14" W, for a distance of 262.90 feet to a calculated point in the curving southerly line of said proposed 30 foot wide easement for the northwesterly corner of the herein described tract; 2.381 ACRES CITY OF ROUND ROCK NELSON EASEMENT PART 1 Page 2 of 4 NOVEMBER 12, 2013 8) THENCE, departing said proposed easterly right-of-way line of (Arterial 'Al, with said proposed southerly easement line, along said curve to the right, having a delta angle of 00°30'17", a radius of 3407.00 feet, an arc distance of 30.00 feet and a chord which bears N 56°54'17" E, for a distance of 30.00 feet to the POINT OF BEGINNING, containing 2.381 acres (103,715 square feet) of land, more or less. NOTE: This easement is accompanied by a 50' wide temporary construction easement being coincident with, parallel and easterly of the above described courses 1 thru 3. The easterly line of said 50' wide temporary construction easement extends northerly to the southerly right-of-way line of said University Boulevard as shown on the accompanying sketch. This property description Is accompanied by a separate parcel plat. All bearings recited herein are based on the Texas State Plane Coordinate System, Central Zone No. 4203, NAD 83. THE STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF WILLIAMSON § That I, M. Stephen Truesdale, a Registered Professional Land Surveyor, do hereby certify that the above description is true and correct and that the property described herein was determined by a survey made on the ground under my direct supervision. WITNESS MY HAND AND SEAL at Round Rock, Williamson County, Texas. M. Stephen Tru1sdale Registered Professional Land Surveyor No. 4933 Licensed State Land Surveyor Inland Geodetics, LLC Firm Registration No: 1 0059 1-00 1504 Chisholm Trail Road, Suite 103 Round Rock, TX 78681 (512) 238-1200 / 9/ Date o\ P' (( t.if PHI N 101IESUALE 11, .,,......,..0..111 q. �r � 0 011 a -!. 13.3lis /1 l / 33s 3/vit./atoll 0 a' g ___L. 1 1 1 1 I 1 I z..i. z 0 / I 4 0 iti 'c1/4'. 0 . 0 I i o 00 •,i - /. • ‘-‘9. Ck ..I Lu CL N 14 `"- t; IL - Ci. 6 1 1 /- Z W I 1 Z W Z ci 6 Lo. ul 6 4k ,4 0 Z v4 0 :71 co 1,4 1 / re W Z 1,0g -•-I z ,4 1 1:13 X 0 >< Cj 4J 0 z w w _J igin I fJ 4gg-, ,001 ;i4 N34°06'i4"W 262.90' 1010 0 Wit/VA HIOP44 AVe46-„i0-1H910 08VA371708 ,411S83AINI? (01,01I 2117ONVH.,) C) . •C qcIj0 CO Z 0 4.1 Cr AO 0 10 z cc 4 14 10 1414 w f`i 0 a .4. .,•• 10 te) 'in in 3 0 0 o • • to • 41002'7 w 2 2 0 cr 0 01 0 "ID ID 0 10 10 oi 0 10 0 ID 10 ID 14 re 4j "ID 0 0 coID 0 0 a) 11 (0 04 0 04 0 b 0 N: 1.1 10 11) 0) r••• 4) a 14 0 11) ID 0 N 04 0 0- 0 0) • 0 0 0 ID 2 - r") a 0 o t„, - .4- 3 PAGE 3 OF 4 • LJ LL- LL_ OL4JCI 6r 411...1 a:Cis CJ7 ' 0 co 4") C4 CP 44 wZ < o 0 CL I -u _J EXHIBIT PLA I TO ACCOMPANY D CRIP ION REMAINDER OF 1162.08 AC. NELSON HOMESTEAD FAMILY so O 50 loo PARTNERSHIP, LTD. DOC. NO. 9824078 SCALE I'-100' O.R.W.C.T. REMAINDER OF 1605.03 TEMPORARY (1162.08 AC.) COEASEMENT CTIO N VOL. 534, P6. 562 3.986 ACRE /�` 173,646 SO.FT, O.R.W.C.T. V —SIS-26'40'W 37-4,11' PROPOSED R.O.W, •���ice, EASEMENT // NI8°26'40"E 373,8g' 30,C0' -- W PART i PfloPDSEa nR TERUL n/ — W 2.381 ACRE /IND fl Nlf•O!-Y AT MC iN{ (/) 103.715 SO.FT. W PROPOSED R.O.W. I U Q REMAINDER OF `— — 1162.08 AC. r _sec NELSON HOMESTEAD FAMILY PARTNERSHIP, L TD, DOC. NO. 9824078 O.R.W.C.T. NOTES: REMAINDER OF;605.03 I)BEARINGS SHOWN HEREON ARE BASED OH TAE TEKAs STATE (1162.08 AC.J PLANE COORDINATE SYSTEM.NAD 93.CENTRAL ZONE. DISTANCES ARE SURFACE DISTANCES. VOL. 534, PG. 562 2)THIS SURVEY WAS PERFORMED WITHOUT BENEFIT OF A O.R.W.C.T. TITLE ABSTRACT.THERE MAY BE OTHER R18TRUMENTS OF RECORD THAT AFFECT THIS'RACY NC7 DEPICTED Ii,✓REON. CIF • I I HEREBY CERTIFY THAT THIS PLAT 11 TRUE AND CORRECT i AND THAT THE PROPERTY SHOWN HEREON WAS pETERMUREp P BY A SUR`lE .MADE ON THE GR.DUND UNDER ttY DIRECT —:....(` $UPERVI514N.) / 1r=1 �Nl YT —LL-z va M STEPHEN TRUESDALE _ AEGISTEREO PROFESSIONAL LA�dO SURVEYOR NO seas I N L A N D u NELSON HOMESTEAD FAMILY t LICENSED STATE LAND SUAVEzOR INLAND GEOOETICS,LLC GEODETICS'_ PARTNERSHIP, LTD. FIRM .erauo«w��AN<R�R EASEMENT, PART 1 1504 CH15hORAT RAIL 100591-00 I SO4 CMSHOtM TRAIL RD,STT.I a3 1504 CH ROCK, TRAIL ROAD,SUPE 103 ROUNDROCK.lrx7s"I 2.381 ACRE ROUND ROCK,TR 78o81 +Npwn><-I:ao.rAKau,ar.ISI 103,715 SQUARE FEET PaGE 4 OF 4 1.019 ACRES CITY OF ROUND ROCK NELSON EASEMENT PART 2 EXHIBIT PROPERTY DESCRIPTION Page 1 of 3 NOVEMBER 12. 2013 DESCRIPTION OF A 1.019 ACRE (44,368 SQUARE FOOT) TRACT OF LAND SITUATED IN THE JOHN JUSTICE SURVEY, ABSTRACT NO. 356 IN WILLIAMSON COUNTY, TEXAS, BEING A PORTION OF THE REMAINDER OF THAT CALLED 1162.08 ACRE TRACT CONVEYED TO NELSON HOMESTEAD FAMILY PARTNERSHIP, LTD., IN DOCUMENT NO. 9824078 OF THE OFFICIAL RECORDS OF WILLIAMSON COUNTY, TEXAS, AND DESCRIBED IN INSTRUMENT RECORDED IN VOLUME 534, PAGE 562 OF THE DEED RECORDS OF tJYJI.LIAMSON COUNTY, TEXAS, ALSO BEING A PORTION OF THAT CALLED 78.50 ACRE TRACT OF LAND CONVEYED TO SAID NELSON HOMESTEAD FAMILY PARTNERSHIP, LTD., IN DOCUMENT NO. 9824078 (EXHIBIT 'A", 2) OF THE OFFICIAL RECORDS OF WILLIAMSON COUNTY, TEXAS, AND DESCRIBED IN INSTRUMENT RECORDED IN VOLUME 819, PAGE 354 OF THE DEED RECORDS OF WILLIAMSON COUNTY, TEXAS, SAID 1.019 ACRE (44,368 SQUARE FOOT) TRACT OF LAND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: COMMENCING at a 1/2" iron rod found being the intersecting point of the existing westerly right-of-way line of County Road 117, (right-of-way width varies), and the existing southerly right-of-way line of County Road 112, (right-of-way width varies), same being the northeasterly corner of the remainder of that 1200.19 acre tract of land (Parcel Two) (Tract I) conveyed Avery Ranch Company, LTD by instrument recorded in Document No. 2002071336 of the Official Public Records of Williamson County, Texas and to Lucille Sharp Avery Exempt Trust by instrument recorded in Document No. 9545263 of the Official Records of Williamson County, Texas; THENCE with said existing southerly right-of-way line of County Road 112, same being the northerly boundary line of the remainder of said 1200.19 acre tract, S 69°55'12" W, for a distance of 90.57 feet to a calculated point; THENCE departing the boundary line of said remainder tract, crossing said right-of-way of County Road 112, N 20°00'19" W, for a distance of 70.18 feet to a calculated point, being in the existing northerly right-of-way line of said County Road 112, for the POINT OF BEGINNING and the most southerly southeast corner of the herein described tract; 1) THENCE, with said existing northerly right-of-way line of County Road 112, S 70°06'35" W, for a distance of 30.00 feet to calculated point being the southwesterly corner of the herein described tract; THENCE departing said existing northerly right-of-way line, through the interior of said 78.50 acre tract and said remainder of 1162.08 acre tract, the following (5) five courses: 2) N 20°00'19" W, for a distance of 60.00 feet to a calculated ell corner; 3) N 70°06'35" E, for a distance of 179.04 feet to a calculated angle point; 4) N 55°02'05" E, for a distance of 228.87 feet to a calculated ell corner, 5) N 31°19'32" W, for a distance of 589.29 feet to a calculated ell corner; 6) N 5818'15" E, at a distance of 340.00 feet, passing the proposed curving westerly right-of-way line of a 110 foot wide strip of land (Arterial "A"), and continuing for a total distance of 450.15 feet to a calculated point in the proposed curving easterly right-of-way line of said (Arterial "A"), for the most northeasterly corner of the herein described tract; 7) THENCE, with said proposed easterly right-of-way line of (Arterial "A"), along a curve to the left, having a delta angle of 01°11'42", a radius of 1440.00 feet, an arc distance 30,03 feet and a chord which bears S 29°08'51" E, for a distance of 30.03 feet to a calculated point being the most northerly southeast corner of the herein described tract, and from which the intersection of said proposed easterly right-of-way line of (Arterial "A') and said existing northerly right-of-way line of County Road 112, bears along a continuation of said curve to the left, having a delta angle of 07°40'41", a radius of 1440.00 feet, an arc distance 192.97 feet and a chord which hears S 33°35'02" E, at a distance of 192.83 feet to a calculated point of tangency, and S 37°25'23" E, at a distance of 397.25 feet; 1.019 ACRES CITY OF ROUND ROCK NELSON EASEMENT PART 2 Page 2 of 3 NOVEMBER 12, 2013 THENCE departing said proposed easterly right-of-way line of (Arterial "A"), through said remainder of 1162.08 acre tract and said 78.50 acre tract, the following (5) five courses: 8) S 58°18'15" W, at a distance of 110.06 feet, passing the proposed curving westerly right-of-way line of (Arterial "A"), and continuing for a total distance of 419.01 feet to a calculated ell corner; 9) S 31°19'32" E, for a distance of 587.63 feet to a calculated ell corner; 10) S 55°02'05" W, for a distance of 260.99 feet to a calculated angle paint; 11) S 70°06'35" W, for a distance of 152.95 feet to a calculated ell corner; 12) S 20°00'19" E, for a distance of 30.00 feet to the POINT OF BEGINNING, containing 1.019 acres (44,368 square feet) of land, more or less. NOTE: This easement is accompanied by 2 temporary construction easements (TCE). TCE 1: being 50' wide, coincident with, parallel, northerly and westerly of the above described courses 3 thru 6, and 25' wide coincident with, parallel, and westerly of the above described course 2 as shown on the accompanying sketch. TCE 2: being 25' feet wide, coincident with, parallel, and easterly of the above described course 12 as shown on the accompanying sketch. This property description is accompanied by a separate parcel plat. All bearings recited herein are based on the Texas State Plane Coordinate System, Central Zone No. 4203, NAD 83. THE STATE OF TEXAS § COUNTY OF WILLIAMSON § § KNOW ALL MEN BY THESE PRESENTS: That I, M. Stephen Truesdale, a Registered Professional Land Suiveyor, do hereby certify that the above description is true and correct .and that the property described herein was determined by a survey made on the ground under my direct supervision. WITNESS MY HAND AND SEAL at Round Rock, Williamson County, Texas. M. Stephen Truesdale Registered Professional Land Surveyor No. 4933 Licensed State Land Surveyor Inland Geodetics, LLC Firm Registration No: 100591-00 1504 Chisholm Trail Road, Suite 103 Round Rock, TX 78681 (512) 238-1200 /4/c.x.gi, Date DESCRIPTION J N 2-I) V'41��I��AV2y,i1LLw \ ¢$a . N N li:Wh• n. J ------ o / ... _,�WOti 140-6° S6'"LSI Si // //� M"SEy902. 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K` 2CC 00 a 61 \ z Oq0 4v >0 4I ;rc wi nao m W 22,-S Z 2.6O N: -C W W J CD Q W cr O a 4 m 0 cc 0 0 W 0 N y 1 0 m 1:4 in I0 V, 0 cr Q 0 M m 0) O crQ 0 O O V O O a Q J 0 0 a O a 0- 0 0 z U U z a tn 0 0) m i0 n 0 O m Q m cJ N N O O z W 0 0 O z m a J =• , proposed i the existing to move for4ydown Areas to Te etry h Easements. Contrtor • 2 .2, 1. to grade, addmateria tore gravel road condition. • Proposed Laydown Area "B" & "C" would be used for the Parcel 150 36" Water Line and the MCC -9 Waste- water Line, as noted on drawing. The proposed schedule is to : McNutt Crk -9 Wastewater Line Begin Construction Apr. 2014 Finish Construction Ian. 2015 Parcel 150 36" Water Line Begin Construction Aug. 2014 Finish Construction Mar. 2015 contractor can EXHIB O:1W orkspace_GIS1Uti Iitie spacetMAPS120141JeffBtNelson1tGIson Taps & Stubputs_ExhibV' LEGEND: 7 - 36"x12" Tee, 12" GV, 12" Plug (M Pipe Joints s Fitting will be restrained) W.W. Manhole w!12" Stub -Out @ 1% EXHIBIT "E" PAGE 1 OF 2 N TAPPING SADDLE W 12" G.V. 0 tn J W V 0. 2" TAPPING SADDLE W / 2" G.V. LEGEND: w 17 - 36"x12" Tee, 12" GV, 12" Plug (Al Pipe Joints It Fittings wit be restrained) fir 11 - W.W. Manhole w/12" Stub -Out © 1% EXHIBIT "E" PAGE 2 OF 2 0:1Workspace_GISIUtilities_Wospace1MAPS120141Jefff3►Nelson on Taps & StubOut Eit 07. ��\ THE STATE OF TEXAS COUNTY OF WILLIAMSON UTILITY EASEMENT § § 1 EXHIBIT KNOW ALL BY THESE PRESENTS: That NELSON HOMESTEAD FAMILY PARTNERSHIP, LTD., a Texas limited partnership ("GRANTOR"), for and in consideration of the payment of TEN and NO/100 ($10.00) DOLLARS and other good and valuable consideration in hand paid to GRANTOR by the CITY OF ROUND ROCK, TEXAS, a home rule municipal corporation situated in the County of Williamson, State of Texas ("GRANTEE"), the receipt of which is hereby acknowledged, has GRANTED, SOLD and CONVEYED and by these presents does GRANT, SELL, and CONVEY unto Grantee a perpetual easement to construct, install, operate, maintain, inspect, enlarge, reconstruct, rebuild, relocate and remove a water, waste water, and/or drainage utility distribution system and water, waste water, and/or drainage lines, together with all necessary related lines, pipes, conduits, valves, vaults, manholes, ventilators, and other necessary equipment, improvements, accessories, and appurtenances related thereto, in, upon, over, under, and across the following described property (the "Property" or "easement area" or "easement"), to -wit: Two (2) tracts of land containing (respectively) approximately 2.381 acres and 1.019 acres, more or less, as described on Exhibits "A -B" attached hereto and made a part hereof for all intents and purposes. All lines, pipes, vaults, conduits and other facilities installed pursuant to this easement shall be placed and maintained underground, except that valves, manholes, ventilators and other equipment and appurtenances related thereto may be placed and maintained above -ground as necessary or desirable. This grant is hereby made by Grantor and accepted by Grantee without warranty, either express, implied or statutory. Grantor specifically excludes all warranties that might arise by common law as well as the warranties in Section 5.023 of the Texas Property Code (or its successor). This conveyance is made and accepted subject to any and all conditions, restrictions, covenants, ordinances, easements, and other title matters, if any, relating to the hereinabove described property that are: (i) of record in Williamson County, Texas, and/or (ii) discoverable by an on the ground survey of the Property, together with rights of lessees under the unrecorded grazing lease entered into as of September 1, 2012 between Nelson Homestead Family Partnership, Ltd., and James A. Davidson, Jr. (AKA Buster Davidson) and Dennis L. Davidson DBA Davidson Brothers. The terms, provisions and obligations hereof shall be covenants running with the land affected hereby and shall inure to the benefit of and be binding upon Grantor and Grantee and their respective heirs, executors, administrators, successors, and assigns. NELSON --Parcel 150 36' line utility easement.docx Except as otherwise noted, the easement, rights and privileges herein granted shall be perpetual; provided, however, that said easement, rights, and privileges shall cease and revert to Grantor in the event the water line and related systems are abandoned, or shall cease to be used, for a period of five (5) consecutive years. Except as otherwise provided herein, Grantor covenants that it will not convey any other easement or conflicting rights within the area covered by this grant without the express written consent of Grantee, which consent shall not be unreasonably withheld. Grantee shall have the right to review any proposed easement or conflicting use of the easement to deterrnine the effect, if any, on the waterline contemplated herein. Prior to granting its consent for other easements, Grantee may require reasonable safeguards to protect the integrity of the waterline. As required by this paragraph, express written consent of Grantee shall be obtained by Grantor in the following manner: advance written notice must be given by certified mail to the (1) City of Round Rock City Manager at 221 East Main Street, Round Rock, Texas 78664, and (2) City Engineer at 2008 Enterprise Drive, Round Rock, Texas 78664. Following receipt of such notice, the City of Round Rock shall have ten (10) days in which to respond in writing granting consent, conditioning consent upon reasonable safeguards, or denying consent. Grantor further grants to Grantee: (a) upon notice to and approval of Grantor, which approval shall not be unreasonably withheld or delayed, the right of ingress to and egress from the easement over and across Grantor's property by means of roads and lanes thereon, if such exist, otherwise by such route or routes as shall occasion the least practicable damage and inconvenience to Grantor; provided that such right of ingress and egress shall not extend to any portion of Grantor's property which is isolated from the casement by any public highway or road now crossing or hereafter crossing the property; the foregoing right of ingress and egress includes the right of the Grantee to disassemble, remove, take down, and clear away any barricade or other structure which obstructs, prevents, or hinders Grantee's ingress to and egress from the Grantor's property, and should Grantee deem it necessary to so disassemble, remove, take down, or clear away any such barricade or other structure, Grantee shall, as soon as is reasonably feasible, replace or restore Grantor's property to as similar a condition as reasonably practicable as existed immediately prior to Grantee's actions pursuant to this provision, unless said barricade or other structure is inconsistent with the rights conveyed to Grantee herein; (b) upon notice to and approval of Grantor, which approval shall not be unreasonably withheld or delayed, the right of construction, maintaining and using such roads on and across Grantor's property as Grantee may deem necessary in the exercise of the right of ingress and egress; 2 (c) the right to mark the location of the easement by suitable markers, provided that such markers shall be placed in locations which will not interfere with any reasonable use Grantor shall make of the easement; (d) upon notice to and approval of Grantor, which approval shall not be unreasonably withheld or delayed, the right to grade the easement for the full width thereof and to extend the cuts and fills for such grading into and on the land along and outside the easement to such extent as Grantee may find reasonably necessary; (e) the right from time to time to trim and to cut down and clear away any and all trees and brush now or hereafter on the easement and to trim and to cut down and clear away any trees on either side of the easement which now or hereafter in the opinion of Grantee may be a hazard to the pipeline, valves, appliances or fittings, by reason of the danger of falling thereon or root infiltration therein, or which may otherwise interfere with the exercise of Grantee's rights hereunder, provided, however, that all trees which Grantee is hereby authorized to cut and remove, if valuable for timber or firewood, shall continue to be the property of Grantor, but all tops, lops, brush and refuse wood shall be burned or removed by Grantee; (f) the right to install, maintain and use gates in all fences which now cross or shall hereafter cross the easement; and (g) upon notice to and approval of Grantor, which approval shall not be unreasonably withheld or delayed, the right to support the pipelines across ravines and watercourses with such structures as Grantee shall deem necessary. (h) Grantor further grants and conveys to Grantee the right to use portions of the property adjacent to and parallel to the boundary of the easement area described herein as a temporary construction easement area, in the location shown and described in Exhibits "A -B" hereto, as may be reasonably necessary to construct and install the facilities described above. In no instance shall Grantee be entitled to use more than the width extending from the current boundary of the easement(s) than is specifically identified and described on the drawings which accompany the field notes in Exhibits "A -B". In no event shall Grantee clear or remove any trees within such temporary construction easement area without prior written approval of Grantor, which approval shall not be unreasonably withheld, conditioned, or delayed . Upon completion of the construction and installation of the facilities within the easement area, Grantee shall return all affected areas (i.e., both the perpetual easement area pursuant to the Easement and the temporary construction easement area) to the same or substantially similar condition as existed prior to these activities, including specifically, but without limitation: (i) removal of all construction equipment and materials and construction -related debris, waste and trash, (ii) in areas of pasture land re -vegetation of any disturbed, filled, or graded vegetation areas with native grass seed mix consisting of the following components: Green Sprangletop (2 lbs/acre), KR Bluestem (4 lbs/acre), Side Oats Grama/Haskell (4 lbs/acre), Buffalo Grass (5 lbs/acre), hulled Bermuda Grass (10 lbs/acre) , (iii) replacement of approximately 18" of existing top soil to be stockpiled by Grantee's contractor prior to the excavation of any trench for the proposed facilities, and which replacement shall have no rock material larger than 4" in diameter, and shall be placed in lifts thickness capable of being compacted to between 70% and 85% of maximum dry density per the specifications of ASTM D4253 and D4254. as fill for any activities or operations on cultivated and/or cropland, and (iv) repair of any roadway areas on Grantor's property used and damaged by Grantee. The temporary construction easement shall exist from the date beginning upon written notice of entry upon the temporary area to Grantor, and shall continue until the earlier to occur of the following events: (a) the expiration of twelve months following such notice; (b) final completion of the construction project, that being defined as thirty (30) days after issuance of the Certificate of Completion by the project engineer; or (c) April 30, 2015. The expiration of the temporary construction easement shall not otherwise affect any of Grantee's easement rights herein. Subject to the foregoing, all references in this instrument to "Property" and "easement area" shall include such temporary construction easement areas. Grantee hereby covenants and agrees: (a) Grantee shall not fence the easement area; (b) Grantee shall promptly backfill any trench made by it on the easement area and repair any damage it shall do to Grantor's property; (c) Grantee shall, to the extent allowed by law, indemnify and hold harmless Grantor and its heirs, executors, administrators, partners, successors and assigns from and against all liability, damages, suits, actions, lien claims, costs and expenses of whatsoever nature (including reasonable attorney's fees) to persons or property caused by or arising out of any of Grantee's operations or activities hereunder, including those of Grantee's agents and contractors. Grantor, for itself and Grantor's heirs, executors, administrators, successors and assigns, also excepts from the grant and retains and reserves the right to fully use and enjoy the Property for any and all purposes which do not unduly interfere with and prevent the use by Grantee of the easement as provided herein, including, without limitation, the rights to: (i) farm, graze livestock, and construct, install, maintain and utilize fences, terraces, and other related facilities for farming and grazing in, upon, over, under, and across the Property, (ii) construct, install, maintain and utilize private streets, roads, driveways, alleys, walks, lawns, parking areas and other like uses in, upon, over and across the Property, (iii) construct, install, maintain and utilize utility lines, facilities and related equipment, improvements and appurtenances in, upon, over, under, and across the Property and (iv) construct, install, maintain and utilize unimproved, non -structured (such as culverts and inlets) drainage ditches, channels and facilities in, upon, over, under, and across the Property. It is understood and agreed that construction, maintenance, and use of roads 4 and driveways for any use, as well as unimproved, non -structured (such as culverts and inlets) drainage ditches, channels and facilities, in, upon, over, under, and across the Property is a reasonable use thereof and shall not be considered to interfere with or prevent the use of such easement. Except as otherwise permitted herein, Grantor shall not erect or construct on the easement area any building or other structure such as a patio, swimming pool, sport court, storage shed, accessory building, barbeque pit or similar structure, or drill or operate any well or septic system, or construct any reservoir or other obstruction on the easement area, or diminish or substantially add to the amount of soil covering the pipelines. Grantee shall not be responsible or liable for the removal, repair or damage to any property, structure, building, or other use inconsistent with the rights conveyed to Grantee by the easement. Provided however, before constructing any improvements which are otherwise prohibited hereunder (other than replacement of improvements existing on the date hereof), at least ten (10) days written notice shall be provided to Grantee of the general plans of the improvement to be constructed on the easement area, and Grantor must first obtain the consent and approval from Grantee of the construction and location of any such improvements within the easement area. In addition, Grantor, for itself and Grantor's heirs, executors, administrators, successors and assigns, excepts from the grant and retains and reserves the right to fully use and enjoy the Property for purposes of maintaining and utilizing any facilities and related equipment, improvements and appurtenances in place in, upon, over, under, and across the Property as of the date hereof. Grantor reserves the right to convey similar rights and privileges, in, upon, over, under, and across the Property, to such other persons and at such other times as Grantor may so desire, provided that such additional rights and privileges granted shall be exercised in a reasonable manner so as not to materially interfere with the rights of Grantee herein. It is understood and agreed that any and all equipment and facilities placed upon said property shall remain the property of Grantee unless same are abandoned, or shall cease to be used, for a period of five (5) consecutive years. Notwithstanding the foregoing, this instrument does not grant to Grantee the right to store equipment or other personal property not in use on the Property. For so long as Grantor or Grantor's lessee uses the Property or Grantor's adjacent property for agricultural purposes, including grazing and maintaining livestock, Grantee agrees to minimize (or, if possible, avoid altogether) any adverse impact on such agricultural operations in the use of the easement granted hereunder. Without limiting the generality of the foregoing, Grantee agrees as follows: except in instances requiring emergency repair Grantee shall contact Grantor prior to entering the Property in order to coordinate such entry with the operations of Grantor or Grantor's lessee. Grantee shall keep all gates on Grantor's property closed, and gates located on the perimeter of Grantor's property locked, when not actually in use for immediate access by Grantee. Except in instances requiring emergency repair and no other reasonable access is available, no fences may be taken down, cut or damaged in any way without the express written consent of Grantor. In the event of any interference with farming operations and/or any crop damage in any way resulting from this easement, Grantee agrees to reimburse 5 Grantor's lessee upon demand for all reasonable costs and expenses related thereto, plus additional compensation for reasonable profits, if any, lost as a result thereof. GRANTEE EXPRESSLY UNDERSTANDS THAT GRANTOR HAS NO DUTY OR OBLIGATION WHATSOEVER, UNLESS OTHERWISE SET FORTH IN THIS EASEMENT, TO MAINTAIN THE PROPERTY, OR ANY PORTION THEREOF, FOR THE BENEFIT OF GRANTEE OR GRANTEE'S CONTRACTOR(S) OR INVITEES. Grantor shall have no responsibility, liability, or obligation with respect to any property of Grantee (including property of Grantee's contractors or invitees), it being acknowledged and understood by Grantee that the safety and security of any such property is the sole responsibility and risk of Grantee. GRANTEE HEREBY EXPRESSLY ASSUMES ALL RISKS AND PERILS ASSOCIATED WITH USE OF THE PROPERTY. Grantor has executed and delivered this agreement, and Grantee has received and accepted this agreement and the Property, AS IS, WHERE IS, AND WITH ALL FAULTS, AND WITHOUT ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, WRITTEN OR ORAL, IT BEING THE INTENTION OF GRANTOR AND GRANTEE TO EXPRESSLY REVOKE, RELEASE, NEGATE AND EXCLUDE ALL REPRESENTATIONS AND WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY AND ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES AS TO (I) THE CONDITION OF THE PROPERTY OR ANY ASPECT THEREOF, INCLUDING, WITHOUT LIMITATION, ANY AND ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES RELATED TO FITNESS FOR A PARTICULAR USE OR PURPOSE; (II) THE SOIL CONDITIONS, DRAINAGE, TOPOGRAPHICAL FEATURES, OR OTHER CONDITIONS OF THE PROPERTY OR WHICH AFFECT THE PROPERTY; (III) ANY FEATURES OR CONDITIONS AT OR WHICH AFFECT THE PROPERTY WITH RESPECT TO ANY PARTICULAR PURPOSE, USE, DEVELOPMENT POTENTIAL, OR OTHERWISE; (IV) THE AREA, SIZE, SHAPE, CONFIGURATION, LOCATION, CAPACITY, QUANTITY, QUALITY, VALUE, CONDITION, OR AMOUNT OF THE PROPERTY; (V) ALL EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES CREATED BY ANY AFFIRMATION OF FACT OR PROMISE OR BY ANY DESCRIPTION OF THE PROPERTY; (VI) ANY ENVIRONMENTAL, GEOLOGICAL, OR OTHER CONDITION OR HAZARD OR THE ABSENCE THEREOF HERETOFORE, NOW, OR HEREAFTER AFFECTING IN ANY MANNER ANY OF THE PROPERTY; AND (VII) ALL OTHER EXPRESS OR IMPLIED WARRANTIES AND REPRESENTATIONS BY GRANTOR WHATSOEVER. This conveyance is made and accepted subject to, and in further consideration for, Grantor's rights and Grantee's obligations with respect to the "Installed Additional Facilities" related to the facilities to be installed pursuant to this Easement, all as more particularly set forth in Section 2.3 of that certain Easement Purchase Contract between Grantor and Grantee dated on or about March 25, 2014. Such rights and obligations shall survive for the duration of this Easement and shall be enforceable through all available legal and equitable remedies. [Signature page to follow] 6 IN WITNESS WHEREOF, Grantor has caused this instrument to be executed on this the day of , 2014. STATE OF TEXAS COUNTY OF GRANTOR: NELSON HOMESTEAD FAMILY PARTNERSHIP, LTD., a Texas Limited Partnership By: NELSON HOMESTEAD MANAGEMENT, LLC, a Texas limited liability company (its general partner) By: John C. Nelson, Manager ACKNOWLEDGMENT BEFORE ME, the undersigned authority, on this day personally appeared John C. Nelson, Manager of Nelson Homestead Management, LLC, the general partner of Nelson Homestead Family Partnership, Ltd., known to me to be the persons whose names are subscribed to the foregoing instrument, and acknowledged to me that he executed said instrument. GIVEN under my hand and seal of office on this day of , 2014. Notary Public, State of Texas 7 STATE OF TEXAS COUNTY OF GRANTEE: CITY OF ROUND ROCK, TEXAS By: Its: ACKNOWLEDGMENT § § § BEFORE ME, the undersigned authority, on this day personally appeared of the City of Round Rock, known to me to be the persons whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed said instrument. GIVEN under my hand and seal of office on this day of , 2014. AFTER RECORDING RETURN TO: Sheets & Crossfield, P.C. 309 East Main Street Round Rock, TX 78664 Notary Public—State of Texas 8 EXHIBIT TEMPORARY CONSTRUCTION EASEMENT/STAGING AND STOCKPILING AREA University 36" Waterline/Parcel 150 36" Waterline/McNutt Creek 9 Wastewater Line KNOW ALL MEN BY THESE PRESENTS: That NELSON HOMESTEAD FAMILY PARTNERSHIP, LTD., hereafter referred to as "Grantor", whether one or more, in consideration of Ten Dollars ($10.00) and other good and valuable consideration paid by the City of Round Rock, Texas, the receipt of which is hereby acknowledged, does hereby grant to CITY OF ROUND ROCK, TEXAS, its agents, contractors, successors and assigns, hereinafter referred to as "Grantee", subject to any validly existing recorded easements or other encumbrances, an exclusive temporary construction easement for the sole purpose of establishing staging, storage and stockpiling areas in order to facilitate the construction of the Grantee's (1) University 36" water line project; (2) Parcel 150 36" waterline project; and (3) McNutt Creek 9 Wastewater line improvement project within adjacent easement areas pursuant to separate easement agreements between Grantor and Grantee (the "Projects"); including, but not limited to the establishment of a construction trailer, parking for contractors or others working on the Projects, storage of any and all construction equipment and materials necessary to cavy out the utility construction activities in adjacent easement areas, stockpiling and processing of existing embankment fill or material removed or installed during construction, as well as any necessary containers for any such materials in, along, upon and across the portions of the property located in the County of Williamson, State of Texas, and specifically identified as "Prop. Const. Laydown Area" in Exhibit "A" and "Proposed Contractor Laydown Areas" in Exhibit "B", attached hereto and made a part hereof for any and all purposes (the "Property" or "easement areas"). No fuel or hazardous material storage tanks shall be placed within the easement areas, nor any substance, material, or waste that is now or hereafter classified or considered to be hazardous, toxic, or dangerous under any law relating to pollution or the protection or regulation of human health, natural resources or the environment, or poses or threatens to pose a hazard to the health or safety of persons ("Hazardous Materials"). Grantee shall not use, generate, store, or dispose of, or permit the use, generation, storage or disposal of Hazardous Materials on or about the Property or Grantor's property. Upon Grantor's discovery of Hazardous Materials on or about the Property or Grantor's property in violation of this paragraph, Grantor niay immediately take any and all action reasonably appropriate to remedy the same, including taking all appropriate action to clean up or remediate any contamination resulting therefrom, and Grantee shall be responsible for the cost of same. The foregoing shall survive termination of this easement. The limits of the easement areas shall be fully enclosed and fenced with a six (6) foot chain link fence or better at all times, with fence gates locked at all times other than when actually in use by Grantee, its contractors or agents, Further, upon request of Grantor, silt fencing shall be placed and maintained at all times around the perimeter areas as well. No existing trees within the easement areas shall be removed without prior written approval of Grantor, which approval shall not be unreasonably withheld, conditioned or delayed. 00295498. DOC For so long as Grantor or Grantor's lessee uses the Property or Grantor's adjacent property for agricultural purposes, including grazing and maintaining livestock, Grantee agrees to minimize (or, if possible, avoid altogether) any adverse impact on such agricultural operations in the use of the easement granted hereunder. Without limiting the generality of the foregoing, Grantee agrees as follows: except in instances requiring emergency repair Grantee shall contact Grantor prior to entering the Property in order to coordinate such entry with the operations of Grantor or Grantor's lessee. Grantee shall keep all gates on Grantor's property closed, and gates located on the perimeter of Grantor's property locked, when not actually in use for immediate access by Grantee. Except in instances requiring emergency repair and no other reasonable access is available, no fences may be taken down, cut or damaged in any way without the express written consent of Grantor. In the event of any interference with farming operations and/or any crop damage in any way resulting from this easement, Grantee agrees to reimburse Grantor's lessee upon demand for all reasonable costs and expenses related thereto, plus additional compensation for reasonable profits, if any, lost as a result thereof. Grantee shall have the right at all times during the existence and operation of this easement to use the existing roads or lanes on the adjacent property of Grantor for ingress and egress between the public roadways, the staging areas and the existing utility easements and/or temporary easement areas where construction will occur, provided however that it is expressly agreed that no vehicles, materials or other items shall be parked, stored or otherwise left unattended on the existing roadways, and Grantee shall not otherwise block or obstruct any existing roadways on the adjacent property of Grantor for continued use by Grantor and Grantor's agricultural lessees for their existing purposes. For the consideration above recited and the mutual covenants and conditions herein contained the parties agree further as follows: Upon termination of this easement as provided herein, Grantee shall return the easement areas to the same or substantially similar condition as existed prior to Grantee's use hereunder, including specifically, but without limitation: (i) removal of all construction equipment and materials and construction -related debris, waste and trash, (ii) in areas of pasture land re -vegetation of any disturbed, filled, or graded vegetation areas with native grass seed mix consisting of the following components: Green Sprangletop (2 lbs/acre), KR 13luestem (4 lbs/acre), Side Oats Grama/Haskell (4 lbs/acre), Buffalo Grass (5 lbs/acre), hulled Bermuda Grass (10 lbs/acre) , (iii) replacement of approximately 18" of existing top soil to be stockpiled by Grantee's contractor prior to the excavation of any trench for the proposed facilities, and which replacement shall have no rock material larger than 4" in diameter, and shall be placed in lifts thickness capable of being compacted to between 70% and 85% of maximum dry density per the specifications of ASTM D4253 and D4254 as fill for any activities or operations on cultivated and/or cropland, and (iv) the repair of any roadway areas on Grantor's property used and damaged by Grantee. In addition, all fencing in or around the easement areas shall be removed upon completion and all areas will be graded to match pre-existing conditions as closely as possible. Grantor's adjacent property shall not be used for access, storage or any other use of any kind other than in the areas as shown on the attached Exhibits or as otherwise expressly set out herein. 2 All contractors or assigns working within the easement area are deemed to have assumed all of the Grantee's obligations under this easement, and shall indemnify and hold Grantor harmless from any and all causes of action, including but not limited to environmental levies against Grantor resulting from the activities of Grantee authorized by this easement, including but not limited to attorneys' fees. All contractors or other parties entering Grantor's property pursuant to this easement shall, as a condition of entering Grantor's property, maintain sufficient insurance to cover both the risk associated with the construction activities described herein and the indemnity obligations set forth herein (and in any event in an amount not less than $1,000,000.00 Combined Single Limit), and all such policies shall name Grantor as an additional insured. Grantee shall furnish evidence of such insurance coverage to Grantor prior to entry upon Grantor's property by Grantee or its contractors. This temporary construction easement and all of Grantee's rights hereunder shall begin on April 1, 2014, and shall terminate on March 31, 2015, or on the date of completion of construction of the Projects described above, whichever occurs first. Grantee shall, to the extent allowed by law, indemnify and hold harmless Grantor and its heirs, executors, administrators, partners, successors and assigns from and against all liability, damages, suits, actions, lien claims, costs and expenses of whatsoever nature (including reasonable attorney's fees) to persons or property caused by or arising out of any of Grantee's operations or activities hereunder, including those of Grantee's agents and contractors. GRANTEE EXPRESSLY UNDERSTANDS THAT GRANTOR HAS NO DUTY OR OBLIGATION WHATSOEVER, UNLESS OTHERWISE SET FORTH IN THIS EASEMENT, TO MAINTAIN THE PROPERTY, OR ANY PORTION THEREOF, FOR THE BENEFIT OF GRANTEE OR GRANTEE'S CONTRACTOR(S) OR INVITEES. Grantor shall have no responsibility, liability, or obligation with respect to any property of Grantee (including property of Grantee's contractors or invitees), it being acknowledged and understood by Grantee that the safety and security of any such property is the sole responsibility and risk of Grantee. GRANTEE HEREBY EXPRESSLY ASSUMES ALL RISKS AND PERILS ASSOCIATED WITH USE OF THE PROPERTY. GRANTEE ACCEPTS THE CURRENT AND FUTURE PHYSICAL CONDITION OF THE PROPERTY AS IS AND WITH ALL FAULTS. EXCEPT' AS OTHERWISE EXPRESSLY PROVIDED HEREIN, GRANTOR MAKES NO IMPLIED OR EXPRESS REPRESENTATION OR WARRANTIES OF ANY KIND WHATSOEVER REGARDING THE PROEPRTY, INCLUDING, BUT NOT LIMITED TO, THE FITNESS FOR ANY USE BY GRANTEE, THE SAFETY OR SECURITY OF THE PROPERTY, OR ANY PORTION THEREOF, OR THE COMPLIANCE OF THE PROPERTY WITH ANY APPLICABLE LAW. THIS PROVISION SHALL SURVIVE THE TERMINATION OF THIS EASEMENT. 3 This grant is hereby made by Grantor and accepted by Grantee without warranty, either express, implied or statutory. Grantor specifically excludes all warranties that might arise by common law as well as the warranties in Section 5.023 of the Texas Property Code (or its successor). This conveyance is made and accepted subject to any and all conditions, restrictions, covenants, ordinances, easements, and other title matters, if any, relating to the hereinabove described property that are: (i) of record in Williamson County, Texas, and/or (ii) discoverable by an on the ground survey of the Property,. The terms, provisions and obligations hereof shall be covenants running with the land affected hereby and shall inure to the benefit of and be binding upon Grantor and Grantee and their respective heirs, executors, administrators, successors, and assigns. This instrument constitutes the entire agreement between the parties, and may be amended only by a writing signed by both parties. No waiver of any right hereunder shall be effective unless in writing. If any provision of this instrument should be held invalid, the remainder of this instrument shall continue in full force and the invalid provision shall be replaced by one which, being valid, most closely reflects the intention of the parties contained in the invalid provision. Time is of the essence with respect to this instrument. IN WITNESS WHEREOF, the parties hereto have executed this instrument on this day of , 2014. [signature pages, follow] 4 THE STATE OF TEXAS COUNTY OF GRANTOR: NELSON HOMESTEAD FAMILY PARTNERSHIP, LTD., a Texas Limited Partnership By: NELSON HOMESTEAD MANAGEMENT, LLC, a Texas limited liability company (its general partner) By: John C. Nelson, Manager ACKNOWLEDGMENT This instrument was acknowledged before me on this the day of , 2014, by John C. Nelson, Manager of Nelson Homestead Management, LLC, the general partner of Nelson Homestead Family Partnership, Ltd., on behalf of Grantor, in the capacity and for the purposes and consideration recited herein. Notary Public, State of Texas 5 GRANTEE: CITY OF ROUND ROCK, TEXAS By: Steve Norwood, City Manager ACKNOWLEDGMENT THE STATE OF TEXAS COUNTY OF WILLIAMSON This instrument was acknowledged before me on this the day of , 201, by Steve Norwood, City Manager of the City of Round Rock, Texas on behalf of Grantee, in the capacity and for the purposes and consideration recited herein. PREPARED IN THE OFFICE OF: Sheets & Crossfield, P.C. 309 East Main Round Rock, Texas AFTER RECORDING RETURN TO: Sheets & Crossfield, P.C. 309 East Main Round Rock, Texas 78664 6 Notary Public, State of Texas FIRST AMENDMENT TO WATER LINE EASEMENT STATE OF TEXAS COUNTY OF WILLIAMSON § KNOW ALL PERSONS BYTHESE PRESENTS: THIS FIRST AMENDMENT TO WATER LINE EASEMENT (this "Amendment") is made as of the day of , 2014, by and between NELSON HOMESTEAD FAMILY PARTNERSHIP, LTD., a Texas limited partnership ("Grantor"), and the CITY OF ROUND ROCK, TEXAS, a home rule municipal corporation situated in the County of Williamson, State of Texas ("Grantee") (Grantor and Grantee sometimes collectively referred to herein as the "Parties"). Recitals A. Grantor and Grantee are parties to that certain Water Line Easement dated December 16, 2013 and recorded under Document No. 2013116365, Official Public Records of Williamson County, Texas (the "Easement"). herein. B. The Parties now desire to make certain modifications to the Easement as provided Agreement In consideration of the premises and the mutual covenants and agreements hereinafter made, and for other good and valuable consideration, the receipt, validity and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: 1. Temporary Construction Easement. Grantor further grants and conveys to Grantee the right to use portions of the property adjacent to and parallel to the boundary of the easement area described in the Easement as a temporary construction easement area, in the location shown and described in Exhibit "A" to the Easement, as may be reasonably necessary to construct and install the facilities described in the Easement. In no instance shall Grantee be entitled to use more than the width extending from the current boundary of the easement than is specifically identified and described on the drawings which accompany the field notes in Exhibit "A" to the Easement. In no event shall Grantee clear or remove any trees within such temporary construction easement area without prior written approval of Grantor, which approval shall not be unreasonably withheld, conditioned, or delayed . Upon completion of the construction and installation of the facilities within the easement area, Grantee shall return all affected areas (i.e., both the perpetual easement area pursuant to the Easement and the temporary construction easement area) to the same or substantially similar condition as existed prior to these activities, including specifically, but without limitation: (i) removal of all construction equipment and materials and construction -related debris, waste and trash, (ii) in areas of pasture land re - vegetation of any disturbed, filled, or graded vegetation areas with native grass seed mix {007.00073402_ I) 1 consisting of the following components: Green Sprangletop (2 lbs/acre), KR Bluestem (4 lbs/acre), Side Oats Grama/I-Iaskell (4 lbs/acre), Buffalo Grass (5 lbs/acre), hulled Bermuda Grass (10 lbs/acre) , (iii) replacement of approximately 18" of existing top soil to be stockpiled by Grantee's contractor prior to the excavation of any trench for the proposed facilities, and which replacement shall have no rock material larger than 4" in diameter, and shall be placed in lifts thickness capable of being compacted to between 70% and 85% of maximum dry density per the specifications of ASTM D4253 and D4254. as fill for any activities or operations on cultivated and/or cropland, and (iv) repair of any roadway areas on Grantor's property used and damaged by Grantee. The temporary construction easement shall exist from the date beginning upon written notice of entry upon the temporary area to Grantor, and shall continue until the earlier to occur of the following events: (a) the expiration of twelve months following such notice; (b) final completion of the construction project, that being defined as thirty (30) days after issuance of the Certificate of Completion by the project engineer; or (c) April 30, 2015. The expiration of the temporary construction easement shall not otherwise affect any of Grantee's easement rights herein. Subject to the foregoing, all references in this instrument to "Property" and "easement area" shall include such temporary construction easement areas. 2. Agricultural Operations. For so long as Grantor or Grantor's lessee uses the Property or Grantor's adjacent property for agricultural purposes, including grazing and maintaining livestock, Grantee agrees to minimize (or, if possible, avoid altogether) any adverse impact on such agricultural operations in the use of the Easement. Without limiting the generality of the foregoing, Grantee agrees as follows: except in instances requiring emergency repair Grantee shall contact Grantor prior to entering the Property in order to coordinate such entry with the operations of Grantor or Grantor's lessee. Grantee shall keep all gates on Grantor's property closed, and gates located on the perimeter of Grantor's property locked, when not actually in use for immediate access by Grantee. Except in instances requiring emergency repair and no other reasonable access is available, no fences may be taken down, cut or damaged in any way without the express written consent of Grantor. In the event of any interference with farming operations and/or any crop damage in any way resulting from this easement, Grantee agrees to reimburse Grantor's lessee upon demand for reasonable all costs and expenses related thereto, plus additional compensation for reasonable profits, if any, lost as a result thereof. 3. Installed Additional Facilities. The conveyance under the Easement is made and accepted subject to, and in further consideration for, Grantor's rights and Grantee's obligations with respect to the "Installed Additional Facilities" related to the facilities to be installed pursuant to the Easement, all as more particularly set forth in Section 2.3 of that certain Easement Purchase Contract between Grantor and Grantee dated on or about March 25, 2014. Such rights and obligations shall survive for the duration of the Easement and shall be enforceable through all available legal and equitable remedies. 4. Miscellaneous. (a) All terms and conditions of the Easement not expressly modified by this Amendment shall remain in full force and effect, and, in the event of any inconsistencies between this Amendment and the terms of the Easement, the terms set forth in this Amendment shall {007.00073402. 1} 2 govern and control. All references in the Easement to "this Easement" or similar wording shall mean the Easement as amended by this Amendment. (b) This Amendment may be executed in one or more counterparts, which shall be construed together as one document. (c) This Amendment (i) shall be binding upon and shall inure to the benefit of each of the Parties and their respective successors, assigns, receivers and trustees; (ii) may be modified or amended only by a written agreement executed by each of the Parties; and (iii) shall be governed by and construed in accordance with the laws of the State of Texas. [signature page to follmq {007.00073402.1} 3 IN WITNESS WHEREOF, the Parties have executed this First Amendment to Water Line Easement to be effective as of the date first written above. GRANTOR: NELSON HOMESTEAD FAMILY PARTNERSHIP, LTD., a Texas limited partnership By: Nelson Homestead Management, LLC, a Texas limited liability company, its general partner By: John C. Nelson, Manager GRANTEE: CITY OF ROUND ROCK, TEXAS By: Its: (007.00073402.1) 4 STATE OF TEXAS § COUNTY OF § BEFORE ME, the undersigned authority, on this day personally appeared John C. Nelson, Manager of Nelson Homestead Management, LLC, the general partner of Nelson Homestead Family Partnership, Ltd., known to me to be the persons whose names are subscribed to the foregoing instrument, and acknowledged to me that he executed said instrument. GIVEN under my hand and seal of office on this day of , 2014. STATE OF TEXAS COUNTY OF Notary Public for the State of Texas BEFORE ME, the undersigned authority, on this day personally appeared of the City of Round Rock, known to me to be the persons whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed said instrument. GIVEN under my hand and seal of office on this day of , 2014. Notary Public for the State of Texas AFTER RECORDING RETURN TO: Sheets & Crossfield, P.C. 309 East Main Street Round Rock, TX 78664 (007.00073402.1) 5 FIRST AMENDMENT TO WASTEWATER LINE EASEMENT STATE OF TEXAS COUNTY OF WILLIAMSON § EXHIBIT KNOW ALL PERSONS BY THESE PRESENTS: THIS FIRST AMENDMENT TO WASTEWATER LINE EASEMENT (this "Amendment") is made as of the day of , 2014, by and between NELSON HOMESTEAD FAMILY PARTNERSHIP, LTD., a Texas limited partnership ("Grantor"), and the CITY OF ROUND ROCK, TEXAS, a home rule municipal corporation situated in the County of Williamson, State of Texas ("Grantee") (Grantor and Grantee sometimes collectively referred to herein as the "Parties"). Recitals A. Grantor and Grantee are parties to that certain Wastewater Line Easement dated December 16, 2013 and recorded under Document No. 2013116366, Official Public Records of Williamson County, Texas (the "Easement"). herein. B. The Parties now desire to make certain modifications to the Easement as provided Agreement In consideration of the premises and the mutual covenants and agreements hereinafter made, and for other good and valuable consideration, the receipt, validity and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: 1. Temporary Construction Easement. Grantor further grants and conveys to Grantee the right to use portions of the property adjacent to and parallel to the boundary of the easement area described in the Easement as a temporary construction easement area, in the location shown and described in Exhibit "A" to the Easement, as may be reasonably necessary to construct and install the facilities described in the Easement. In no event shall Grantee clear or remove any trees within such temporary construction easement area without prior written approval of Grantor, which approval shall not be unreasonably withheld, conditioned, or delayed . Upon completion of the construction and installation of the facilities within the easement area, Grantee shall return all affected areas (i.e., both the perpetual easement area pursuant to the Easement and the temporary construction easement area) to the same or substantially similar condition as existed prior to these activities, including specifically, but without limitation: (i) removal of all construction equipment and materials and construction -related debris, waste and trash, (ii) in areas of pasture land re -vegetation of any disturbed, filled, or graded vegetation areas with native grass seed mix consisting of the following components: Green Sprangletop (2 lbs/acre), KR Bluestem (4 lbs/acre), Side Oats Grama/Haskell (4 lbs/acre), Buffalo Grass (5 lbs/acre), hulled Bermuda Grass (10 lbs/acre) , (iii) replacement of approximately 18" of existing (007.00073406.1) 1 top soil to be stockpiled by Grantee's contractor prior to the excavation of any trench for the proposed facilities, and which replacement shall have no rock material larger than 4" in diameter, and shall be placed in lifts thickness capable of being compacted to between 70% and 85% of maximum dry density per the specifications of ASTM D4253 and D4254. as fill for any activities or operations on cultivated and/or cropland, and (iv) repair of any roadway areas on Grantor's property used and damaged by Grantee. The temporary construction easement shall exist from the date beginning upon written notice of entry upon the temporary area to Grantor, and shall continue until the earlier to occur of the following events: (a) the expiration of twelve months following such notice; (b) final completion of the construction project, that being defined as thirty (30) days after issuance of the Certificate of Completion by the project engineer; or (c) April 30, 2015. The expiration of the temporary construction easement shall not otherwise affect any of Grantee's easement rights herein. Subject to the foregoing, all references in this instrument to "Property" and "easement area" shall include such temporary construction easement areas. 2. Agricultural Operations. For so long as Grantor or Grantor's lessee uses the Property or Grantor's adjacent property for agricultural purposes, including grazing and maintaining livestock, Grantee agrees to minimize (or, if possible, avoid altogether) any adverse impact on such agricultural operations in the use of the Easement. Without limiting the generality of the foregoing, Grantee agrees as follows: except in instances requiring emergency repair Grantee shall contact Grantor prior to entering the Property in order to coordinate such entry with the operations of Grantor or Grantor's lessee. Grantee shall keep all gates on Grantor's property closed, and gates located on the perimeter of Grantor's property locked, when not actually in use for immediate access by Grantee. Except in instances requiring emergency repair and no other reasonable access is available, no fences may be taken down, cut or damaged in any way without the express written consent of Grantor. In the event of any interference with fanning operations and/or any crop damage in any way resulting from this easement, Grantee agrees to reimburse Grantor's lessee upon demand for all reasonable costs and expenses related thereto, plus additional compensation for reasonable profits, if any, lost as a result thereof. 3. Installed Additional Facilities. The conveyance under the Easement is made and accepted subject to, and in further consideration for, Grantor's rights and Grantee's obligations with respect to the "Installed Additional Facilities" related to the facilities to be installed pursuant to the Easement, all as more particularly set forth in Section 2.3 of that certain Easement Purchase Contract between Grantor and Grantee dated on or about March 25, 2014. Such rights and obligations shall survive for the duration of the Easement and shall be enforceable through all available legal and equitable remedies. 4. Miscellaneous. (a) All terms and conditions of the Easement not expressly modified by this Amendment shall remain in full force and effect, and, in the event of any inconsistencies between this Amendment and the terms of the Easement, the terms set forth in this Amendment shall govern and control. All references in the Easement to "this Easement" or similar wording shall mean the Easement as amended by this Amendment. {007.00073406.1) 2 (b) This Amendment may be executed in one or more counterparts, which shall be construed together as one document. (c) This Amendment (i) shall be binding upon and shall inure to the benefit of each of the Parties and their respective successors, assigns, receivers and trustees; (ii) may be modified or amended only by a written agreement executed by each of the Parties; and (iii) shall be governed by and construed in accordance with the laws of the State of Texas. [signature page to follow] (007.00073406. I) 3 IN WITNESS WHEREOF, the Parties have executed this First Amendment to Wastewater Line Easement to be effective as of the date first written above. {007.00073406.1} GRANTOR: NELSON HOMESTEAD FAMILY PARTNERSHIP, LTD., a Texas limited partnership By: Nelson Homestead Management, LLC, a Texas limited liability company, its general partner By: John C. Nelson, Manager GRANTEE: CITY OF ROUND ROCK, TEXAS By: Its: 4 STATE OF TEXAS COUNTY OF BEFORE ME, the undersigned authority, on this day personally appeared John C. Nelson, Manager of Nelson Homestead Management, LLC, the general partner of Nelson Homestead Family Partnership, Ltd., known to me to be the persons whose names are subscribed to the foregoing instrument, and acknowledged to me that he executed said instrument. GIVEN under my hand and seal of office on this day of , 2014. STATE OF TEXAS COUNTY OF Notary Public for the State of Texas BEFORE ME, the undersigned authority, on this day personally appeared of the City of Round Rock, known to me to be the persons whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed said instrument. GIVEN under my hand and seal of office on this day of , 2014. Notary Public for the State of Texas AFTER RECORDING RETURN TO: Sheets & Crossfield, P.C. 309 East Main Street Round Rock, TX 78664 (007.00073406.1 } 5 ORIGINAL DOCUMENT NOT FULLY EXECUTED (WAIThG ON OFER PAR1YTO SIGN) EASEMENT PURCHASE CONTRACT THIS EASEMENT PURCHASE CONTRACT (this "Contract") is entered into this 2- day of APvi(„ , 2014, by and between NELSON HOMESTEAD FAMILY PARTNERSHIP, LTD., a Texas limited partnership ("Seller"), and CITY OF ROUND ROCK, TEXAS ("Buyer"), who, in consideration of the mutual covenants and benefits of this Contract, and other good and valuable consideration, the receipt and sufficiency of which Seller and Buyer each acknowledge, agree as follows: ARTICLE I PURCHASE OF EASEMENT 1.1 Identification of Property. Seller is the owner of: (a) the real property located in Williamson County, Texas, which is depicted on Exhibits "A -B" attached hereto and incorporated herein by reference and consisting of approximately 3.4 acres, more or less, for a permanent utility easement, and approximately 5.708 acres, more or less, for a temporary construction easement interest (the "Utility Easement Tracts"); (b) the real property located in Williamson County, Texas, which is depicted on Exhibits "C -D" attached hereto and incorporated herein by reference and consisting of approximately 2.8968 acres, more or less (the "Temporary Construction Easement and Staging/Stockpiling Easement Tracts"). The Utility Easement Tracts and the Temporary Construction Easement and Staging/Stockpiling Easement Tracts are sometimes referred to collectively in this Contract as the "Easement Tracts" or the "Property". The exact location of the Property is subject to minor modification after engineering has been completed and the City of Round Rock, Texas (the "City"), has finalized the design of the facilities to be installed therein. During the Feasibility Period (hereinafter defined) and after the City has completed its design process, Buyer has caused to be prepared and delivered to Seller, metes and bounds descriptions of the Utility Easement Tracts with the acreages thereof calculated to the nearest 1/100th of an acre (the "Property Descriptions"). 1.2 Purchase Price. As used in this Contract, the term "Purchase Price" means the sum of THIRTY SEVEN THOUSAND THREE HUNDRED TWENTY-SIX AND NO/100 DOLLARS ($37,326.00) 1.3 Purchase and Sale Agreement. For the Purchase Price and in accordance with the terms and provisions of this Contract, Seller agrees to sell and convey, and Buyer agrees to purchase and pay for easement estates in and to the Easement Tracts (individually an "Easement" and collectively, the "Easements"). 1.4 Eminent Domain. Seller and Buyer agree that the Easements are being sold and conveyed to the City under the imminence of condemnation, as that term is used in the Internal Revenue Code, Title 26, United States Code. R-2014-1342 {007.00073497.1 } 1.5 Earnest Money. Within ten (10) Business Days after the Effective Date (as defined below) of this Contract, Buyer shall deposit with Texas American Title Company, 715 Discovery Blvd., Suite 205, Cedar Park, Texas 78613, Attn: Julia Bcchara (the "Title Company"), as "Earnest Money" (herein so called), the full amount of the Purchase Price (1Ls The Earnest Money shall be held in an interest-bearing, federally -insured account, and all accrued interest thereon shall become a part of the Earnest Money. The Earnest Money shall be credited against the Purchase Price at the Closing. ARTICLE II FEASIBILITY REVIEW; ADDITIONAL DELIVERIES 2.1 Feasibility Period. As used in this Contract, the term "Feasibility Period" means the period of time from the Effective Date to and through the "Closing Date" (hereinafter defined). 2.2 Buyer Termination Right. Notwithstanding any provision in this Contract to the contrary, should Buyer determine, in Buyer's sole and absolute discretion, that either of the Easement Tracts is not satisfactory to Buyer for any reason or that any matters relating to or arising out of the transactions evidenced by this Contract are not acceptable to Buyer for any reason, then Buyer may terminate this Contract by delivering written notice of such termination to Seller on or before the expiration of the Feasibility Period, in which event the Earnest Money shall be refunded to Buyer and neither party shall have any further rights or obligations under this Contract. 2.3 Additional Consideration. As additional consideration and as an obligation which shall survive the closing of this transaction, Buyer agrees to cause the installation, at Buyer's expense, of the following (collectively called the "Installed Additional Facilities"): (1) 36" x 12" Tees, 12" Gate Valves, and 12" Plugs; (2) Waste Water Manhole with 12" Stub -Out at 1% grade; and 2" Tapping Saddle with 2" Gate Valve. The Installed Additional Facilities shall be installed on Buyer's proposed water and/or waste water facilities in the locations as shown and as set out in further detail on Exhibit "E" attached hereto and incorporated herein. All Installed Additional Facilities shall be in accordance with standard engineering requirements, and any specific requirements of the development rules of the City of Round Rock, Texas. Subject to Seller's property being annexed into the City or becoming part of a Municipal Utility District, payment of all impact, connection, and other standard fees, and payment of any then standard rates for water and wastewater service in effect for water and wastewater customers of Buyer, Seller shall have the right to connect to and receive water and wastewater service through the Installed Additional Facilities. The foregoing is not intended to be a reservation of water and wastewater capacity on behalf of the Seller. The terms and conditions of this Section 2.3 shall be incorporated into and made a part of the Utility Easement Agreement and the Prior Easements as amended. 2.4 Amendment to Existing Easements. With respect to the existing Water Line Easement by and between Seller and Buyer dated December 16, 2013 and recorded under Document No. 2013116365, Official Public Records of Williamson County, Texas and the (007.00073497.1) (W0587338.8) {W0587338.8} D-B- existing Wastewater Line Easement by and between Seller and Buyer dated December 16, 2013 and recorded under Document No. 2013116366, Official Public Records of Williamson County, Texas (the "Prior Easements"), Seller and Buyer agree to amend such Prior Easements by executing and delivering, at Closing, that certain First Amendment to Water Line Easement and that certain First Amendment to Wastewater Line Easement in substantially the forms attached to this Contract as Exhibits "I-1" and "I", respectively. Such amendments address temporary construction easements granted in connection with said Prior Easements, for which Seller has been or shall be separately compensated at Closing by Taylor Morrison of Texas, Inc. pursuant to separate agreement. ARTICLE III CLOSING 3.1 Closing. The Closing of the transactions contemplated under this Contract ("Closing") shall occur on or before April 30, 2014, time being strictly of the essence hereunder. Closing shall occur in the offices of the Title Company. 3.2 Taxes; Prorations. (a) Easement Tracts. Real estate taxes relating to the Easement Tracts will not be prorated. Seller will remain responsible for all real estate taxes relating to the Easement Tracts and Buyer will have no obligation to pay any portion of those real estate taxes. (b) Survival. This Section 3.2 shall survive Closing. 3.3 Closing Costs. Each party will pay its own attorneys' fees, but otherwise, all closing costs will be paid by Buyer. 3.4 Seller's Obligations At Closing. At Closing, Seller, at Seller's sole cost and expense, shall take the following actions and/or deliver, or cause to be delivered, to Buyer the following: (a) Seller Documents. At Closing, Seller shall execute and deliver to the Title Company, for recording in the Official Public Records of Williamson County, Texas: (i) an easement agreement (the "Utility Easement Agreement"), fully executed and acknowledged by Seller, conveying to the City of Round Rock, Texas, an easement estate in and to the Utility Easement Tract, subject only to title exceptions in existence on the Effective Date of this Contract or otherwise consented to by the City of Round Rock, Texas; and (ii) an easement agreement (the "Temporary Construction Easement/Staging and Stockpiling Area Agreement"), fully executed and acknowledged by Seller, conveying to the City of Round Rock, Texas, an easement estate in and to the Temporary Construction Easement and Staging/Stockpiling Easement Tract, subject only to title exceptions in existence the Effective Date of this Contract or otherwise consented to by the City of Round Rock, Texas. The Utility (00700073497A) (W0587338.8) {W0587338.8} D-B- Easement Agreement shall be substantially in the form attached to this Contract as Exhibit "F" and incorporated herein by reference, with all blanks therein completed as necessary and with all exhibits attached thereto as necessary. The Temporary Construction Easement/Staging and Stockpiling Area Agreement shall be substantially in the form attached to this Contract as Exhibit "G" and incorporated herein by reference, with all blanks therein completed as necessary and with all exhibits attached thereto as necessary. The respective Property Descriptions as approved by Seller shall be attached to the Easement Agreements. The terms and conditions of the Easement Agreements may be modified and/or supplemented only upon and with the written agreement of Seller and Buyer, either prior to or after Closing, which will not be unreasonably withheld or unduly delayed. (b) Other Instruments. Seller shall execute and deliver such other documents as are customarily executed in Texas in connection with the conveyance of real property, including all reasonably required closing statements, releases, affidavits, evidences of authority to execute the documents, and any other instruments contemplated in this Contract or that may be reasonably required by the Title Company. (c) Possession. Seller shall deliver possession of the Property to Buyer at Closing, free and clear of all parties or tenants in possession other than the tenancy under an agricultural lease by and between Seller, as Lessor, and James A. Davidson, Jr. and Dennis L. Davidson DBA Davidson Brothers, as Lessee, which tenancy shall be a Permitted Exception only to the extent described or allowed in the Easement Agreements. (d) Tax Certificate. Seller agrees to cause the Title Company to furnish a tax certificate evidencing the payment of all ad valorem taxes on the Property for the prior tax year and the year of Closing if the taxes are then due and payable. (e) Foreign Investment In Real Property Tax Act Requirements. Seller and Buyer agree to comply with all requirements of the Foreign Investment In Real Property Tax Act, as amended, and applicable IRS Regulations ("FIRPTA"). If Seller is not a "foreign person" as defined in FIRPTA, this requirement includes the delivery of a Certificate at Closing verifying that Seller is not a foreign person. If Seller is a foreign person or if Seller fails to deliver the required Certificate, Seller acknowledges that a portion of the Purchase Price that would otherwise be paid to Seller at the Closing must be withheld in order to comply with the FIRPTA requirements. The amount required to be withheld shall be paid to a mutually acceptable third party escrow agent for delivery to the Internal Revenue Service, along with the appropriate FIRPTA reporting forms, copies of which shall be provided to Seller and Buyer. If Seller and Buyer do not designate an escrow agent for such purpose prior to the Closing, the Title Company is authorized to act as such escrow agent. All costs and expenses relating to the withholding and payment of such funds to the Internal Revenue Service shall be paid by Seller. 3.5 Buyer's Obligations At Closing. At the Closing, Buyer, at Buyer's sole cost and expense, shall take the following actions and/or deliver or cause to be delivered, to the Title Company, the following: (007.00073497.1) {W0587338.8) (W0587338.8) D-B- (a) Payment of Purchase Price. Buyer shall pay the Purchase Price in cash or other immediately available funds, subject to any adjustments for prorations and other credits provided for in this Contract; and (b) Title Policy. Buyer shall cause the Title Company to issue and deliver to the City of Round Rock, Texas an Owner Policy of Title Insurance in the full amount of the Purchase Price, insuring Purchaser's title or easement interests in and to the Property, and subject only to the title exceptions referenced in Section 3.4(a) above, as applicable, and the Title Company's standard printed exceptions. (c) Other Instruments. Buyer shall execute and deliver such other documents as are customarily executed in Texas in connection with the acquisition of real property for cash, including all required closing statements, affidavits, evidences of authority to execute the documents, and any other instruments contemplated in this Contract or that may be required by the Title Company. 3.6 Closing Contingency. The obligations of Seller and Buyer to close the transaction under this Contract are conditioned and contingent upon the Seller and Buyer joining in the execution and delivery of the Easement Agreements and any other instruments required hereunder. If for any reason, the Seller or Buyer fails or refuses to join in such execution, then the other party may terminate this Contract, in which event the Earnest Money shall be returned to Buyer and thereafter neither party will have any further rights, remedies or obligations under this Contract. ARTICLE IV DEFAULTS AND REMEDIES 4.1 Buyer's Default and Seller's Remedies. Buyer shall be deemed to be in default under this Contract on the occurrence of any one or more of the following events (each, a "Buyer Default"): (a) Buyer fails or refuses to perform any one or more of Buyer's obligations at Closing, or fails or refuses to deliver the Earnest Money when required hereunder, for any reason other than a Seller Default or termination by Buyer under some provision of this Contract, or (b) Buyer fails to meet, comply with, or perform any other covenant, agreement, or obligation set forth in or arising under this Contract (a "Buyer Breach") and Buyer fails to cure such Buyer Breach within ten (10) days after Seller gives Buyer written notice of such Buyer Breach. If a Buyer Default occurs and is continuing, Seller, as Seller's sole and exclusive remedy for such default, shall be entitled to terminate this Contract by written notice delivered to Buyer on or before the date of Closing (provided that Buyer shall remain liable for satisfaction of any post -termination obligations); provided however, as more particularly set forth in the Utility Easement Agreement and the Prior Easements as amended, Seller's rights access and connection to the Installed Additional Facilities may be enforced by specific performance against Buyer, and such rights shall survive the Closing. {007.00073497.1} {W0587338.8} {W0587338.8} D-B- 4.2 Seller's Default and Buyer's Remedies. Seller shall be deemed to be in default under this Contract on the occurrence of any one or more of the following events (each, a "Seller Default"): (a) Seller fails or refuses to perform any one or more of Seller's obligations at Closing, for any reason other than a Buyer Default or termination by Seller under some provision of this Contract, or (b) Seller fails to meet, comply with, or perform any other covenant, agreement, or obligation set forth in or arising under this Contract or any of Seller's warranties or representations set forth in this Contract is determined to have been untrue in any material respect when made (a "Seller Breach") and Seller fails to cure such Seller Breach within ten (10) days after Buyer gives Seller notice of such Seller Breach. If a Seller Default occurs and is continuing, Buyer, as Buyer's sole and exclusive remedy for such default, shall be entitled to either: (i) terminate this Contract by written notice delivered to Seller on or before the date of Closing; (ii) enforce specific performance of this Contract against Seller; or (iii) waive, prior to or at Closing, as applicable, the applicable objection or condition and proceed to close the transaction contemplated hereby in accordance with the remaining terms hereof. Upon Buyer's election to terminate the Contract for a Seller Default as provided in this Section 4.2, all Earnest Money shall be promptly returned to Buyer. 4.3 Attorney's Fees. If either party to this Contract defaults in the performance required hereunder, and the non -defaulting party employs an attorney to enforce the terms hereof, such non -defaulting party shall be entitled to reasonable attorney's fees from the defaulting party if such non -defaulting party prevails in any litigation to enforce this Contract. ARTICLE V BROKERS 5.1 Indemnity. SELLER AND BUYER EACH WARRANT AND REPRESENT TO THE OTHER THAT NEITHER OF THEM HAS DEALT WITH ANY AGENT OR BROKER IN CONNECTION WITH THE SALE AND PURCHASE OF THE PROPERTY, AND SELLER AND BUYER EACH AGREE, TO THE EXTENT ALLOWED BY APPLICABLE LAW, TO INDEMNIFY AND HOLD THE OTHER PARTY HARMLESS FROM ANY LOSS, LIABILITY, OR EXPENSE SUFFERED BY THE OTHER PARTY BY REASON OF A BREACH OF SUCH WARRANTY AND REPRESENTATION. 5.2 Acknowledgment. The parties hereby acknowledge that John C. Nelson, a principal in this transaction by virtue of ownership (directly or indirectly) of one or more partnership interests in Seller, is also a licensed Texas real estate broker. ARTICLE VI SPECIAL PROVISIONS 6.1 Takings. Seller agrees to give Buyer prompt notice of any condemnation or similar proceeding instituted against the Property after the Effective Date. With respect to any such condemnation or other proposed taking of any portion of the Property during the term hereof, Seller shall have the following options: (a) require that Seller and Buyer amend this {007.00073497.1} (W0587338.8) {W0587338.8} D-B- Contract to exclude the portion of the Property taken or dedicated or to be taken or dedicated (whether or not such taking or dedication occurs prior to Closing), and keep the proceeds therefrom for itself; or (b) proceed with Closing, in which event such conveyance will occur subject to the pending condemnation or dedication and Buyer shall assume all responsibility for finalizing such condemnation or dedication and shall be entitled to the proceeds therefrom. It is the intent of the parties that, in all events, Seller shall receive not less than the portion of the Purchase Price attributable to any portion of the Property that is taken or dedicated. Notwithstanding the preceding provisions, in the event of a taking of any portion of the Property, Buyer may terminate this Contract by written notice to Seller delivered on or before the earlier of thirty (30) days after Seller notifies Buyer of the proposed taking or the date of Closing hereunder, in which event both parties shall be released from all further obligations under this Contract and Buyer shall be refunded the Earnest Money promptly. 6.2 Contract Subject to Member Approval. Seller's acceptance of this Contract is conditioned on approval of the Contract by all members of the general partner of Seller ("Member Approval"). If Seller delivers notice to Buyer on or before April 9, 2014that Seller has been unable to obtain the required Member Approval, this Contract will automatically terminate and be of no further force and effect, whereupon the Earnest Money shall be returned to Buyer promptly. If Seller does not deliver such notice on or before April 9, 2014, the Member Approval condition shall be deemed waived. 6.3 Warranty Disclaimers. SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTEES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO: (1) THE NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (2) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH THE CITY OF ROUND ROCK, TEXAS MAY CONDUCT THEREON, (3) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (4) THE HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, (5) THE PRESENCE OF ANY ENDANGERED OR THREATENED SPECIES OR ENVIRONMENTAL FEATURES ON THE PROPERTY, AS WELL AS THE SUITABILITY OF THE PROPERTY AS HABITAT FOR ANY OF THOSE SPECIES, (6) THE AVAILABILITY OF UTILITY SERVICE TO THE PROPERTY, OR (7) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY. BUYER AGREES THAT THE PROPERTY IS TO BE CONVEYED TO AND ACCEPTED BY THE CITY OF ROUND ROCK, TEXAS AT CLOSING, AS IS, WHERE IS, AND WITH ALL FAULTS, IF ANY. BUYER ACKNOWLEDGES THAT INCLUSION OF THE FOREGOING DISCLAIMERS AND AS -IS LANGUAGE IS AN ESSENTIAL ELEMENT OF THIS CONTRACT AND A MATERIAL PART OF THE CONSIDERATION FOR SELLER, WITHOUT WHICH SELLER WOULD NOT ENTER INTO THIS CONTRACT. {007.00073497.1} {W0587338.8} {W0587338.8} D-B- ARTICLE VII MISCELLANEOUS PROVISIONS 7.1 Notice. All notices, demands and requests which may be given or which are required to be given by either party to the other, and any exercise of a right of termination provided by this Contract, shall be in writing and shall be deemed effective when: (i) personally delivered to the intended recipient, (ii) sent, by certified or registered mail, return receipt requested, addressed to the intended recipient at the address specified below; (iii) delivered in person to the address set forth below for the party to whom the notice was given; (iv) deposited into the custody of a recognized overnight delivery service such as Federal Express, Emery, or Lone Star Overnight, addressed to such party at the address specified below; or (v) sent by facsimile, telegram or telex during normal business hours (if not sent during normal business hours, then such notice, demand, or request shall be deemed effective, as to its transmission by facsimile, telegram, or telex, on the next Business Day), provided that receipt for such facsimile, telegram or telex is verified by the sender and followed by a notice sent in accordance with one of the other provisions set forth above. For purposes of this Section 7.1, the addresses of the parties for all notices are as follows (unless changed by similar notice in writing given by the particular person whose address is to be changed): If to Buyer: with copy to: If to Seller: City of Round Rock, Texas Attn: City Manager 221 East Main Street Round Rock, Texas Phone: Fax: Sheets & Crossfield, P.C. Attn: Steven Sheets 301 East Main Street Round Rock, Texas 78664 Phone: 512.255-8877 Fax: 512.255-8986 Nelson Homestead Family Partnership, Ltd. Attn: John C. Nelson 3404 Glenview Avenue Austin, Texas 78703 Phone: 512.467.9686 Fax: 512.467.8558 007.00073497.1 } (W0587338.8) {W0587338.8} D-B- with copy to: Christopher K. Bell, Esq. 806 West 10th Street, Suite B Austin, Texas 78701 Phone: 512.320.4545 Fax: 512.369.8315 7.2 Assignment of Contract. This Contract may not be assigned by Buyer without the consent of Seller, which consent may be withheld or granted in Seller's sole and absolute discretion. 7.3 Survival of Covenants. Except as otherwise expressly provided herein, the representations, warranties, covenants, and agreements of the parties, as well as any rights and benefits of the parties, pertaining to a period of time following Closing shall survive Closing for a period of one (1) year and shall not be merged therein. 7.4 Texas Law to Apply. THIS CONTRACT SHALL BE CONSTRUED UNDER AND IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, AND ALL OBLIGATIONS OF THE PARTIES CREATED BY THE CONTRACT ARE PERFORMABLE IN THE COUNTY IN WHICH THE PROPERTY IS LOCATED. 7.5 Parties Bound. This Contract shall be binding upon and inure to the benefit of the parties to this Contract and their respective heirs, executors, administrators, personal representatives, legal representatives, successors and assigns. 7.6 Legal Construction. In case any one or more of the provisions contained in this Contract shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of the Contract, and this Contract shall be construed as if such invalid, illegal, or unenforceable provision had never been contained in the Contract. 7.7 Prior Agreements Superseded. This Contract constitutes the sole and only agreement of the parties to the Contract concerning the purchase of the Property, and supersedes any prior understandings or written or oral agreements between the parties or any affiliate of the parties concerning the purchase of the Property. 7.8 Time of Essence. Time is of the essence with respect to this Contract and the performance of all obligations contained herein. 7.9 Gender. Words of any gender used in this Contract shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise. 7.10 Multiple Counterparts. This Contract may be executed in a number of identical counterparts which, taken together, shall constitute collectively one (1) agreement, but in {007.00073497.1 } { W0587338.8} {W0587338.8} D-B- making proof of this Contract, it shall not be necessary to produce or account for more than one such counterpart. 7.11 Days and Deadlines. The term "Effective Date" means the date on which this Contract is executed by the Buyer, which is indicated beneath the Mayor's signature below. . As used in this Contract, "days" shall mean and refer to calendar days. However, if a deadline falls or notice is required on a Saturday, Sunday, or a legal banking holiday, then the deadline or notice shall be extended to the next calendar day which is not a Saturday, Sunday, or a legal banking holiday. The term "Business Days" means any day which is not a Saturday, Sunday, or a legal banking holiday. 7.12 Notice Regarding Possible Annexation. Pursuant to Section 5.011 of the Texas Property Code, Seller hereby notifies Buyer as follows: If the property that is the subject of this contract is located outside the limits of a municipality, the property may now or later be included in the extraterritorial jurisdiction of a municipality and may now or later be subject to annexation by the municipality. Each municipality maintains a map that depicts its boundaries and extraterritorial, jurisdiction. To determine if the property is located within a municipality's extraterritorial jurisdiction or is likely to be located within a municipality's extraterritorial jurisdiction, contact all municipalities located in the general proximity of the property for further information. [Signature page to follow] {007.00073497.1} {W0587338.8} {W0587338.8} D-B- SELLER: NELSON HOMESTEAD FAMILY PARTNERSHIP, .LTD., a Texas limited partnership By: NELSON IIOMESTEAD MANAGEMENT, LLC, a Texas limited liability company, its general partner By: n C. Nelson, Manager Date: BUYER: CITY OF ROUND ROCK, TEXAS By: A4 WiAAA/ f1/411 Name: Title: {007.00073497_1} (W0587338.8} {W0587338.8} D -B- RECEIPT BY TITLE COMPANY The undersigned Title Company hereby acknowledges receipt of the Earnest Money and a copy of this Contract, and agrees to hold and dispose of the Earnest Money in accordance with the provisions of this Contract. Date: TITLE COMPANY: TEXAS AMERICAN TITLE COMPANY By: Name: Title: {007.00073497.1} {W0587338.8) {W0587338.8} D-B- 2.381 ACRES CITY OF ROUND ROCK NELSON EASEMENT PART 1 EXHIBIT A PROPERTY DESCRIPTION Page 1 of 4 NOVEMBER 12, 2013 DESCRIPTION OF A 2.381 ACRE (103,715 SQUARE FOOT) TRACT OF LAND SITUATED IN THE JOSEPH MOTT SURVEY, ABSTRACT NO. 427 AND THE JOHN JUSTICE SURVEY, ABSTRACT NO. 356 IN WILLIAMSON COUNTY, TEXAS, BEING A PORTION OF THE REMAINDER OF THAT CALLED 1162.08 ACRE TRACT CONVEYED TO NELSON HOMESTEAD FAMILY PARTNERSHIP, LTD., 1N DOCUMENT NO. 9824078 OF THE OFFICIAL RECORDS OF WILLIAMSON COUNTY, TEXAS, AND DESCRIBED IN INSTRUMENT RECORDED IN VOLUME 534, PAGE 562 OF THE DEED RECORDS OF WILLIAMSON COUNTY, TEXAS, SAID 2.381 ACRE (103,715 SQUARE FOOT) TRACT OF LAND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: COMMENCING at a 1/2" iron rod found being a point of curvature to the right in the southerly right-of-way line of University Boulevard (Chandler Road) (right-of-way width varies), same being in the northerly boundary line of said remainder of 1162.08 acre tract, also being the northerly line of a proposed 30 foot wide easement; THENCE with said southerly right-of-way line and said northerly boundary line of the remainder of 1162.08 acre tract, along said curve to the right, having a delta angle of 06°46'17", a radius of 3437.00 feet, an arc distance of 406.19 feet and a chord which bears N 53°45'37" E, for a distance of 405.95 feet to a calculated point, same being the northeasterly comer of said proposed 30 foot wide easement; THENCE departing said southerly right-of-way line, through said remainder of 1162.08 acres, with the easterly fine of said proposed 30 foot wide easement, S 34°06'14" E, for a distance of 30.01 feet to a calculated point being the southeasterly corner of said proposed 30 foot wide easement for the POINT OF BEGINNING and northeasterly corner of the herein described tract; THENCE through the interior of said remainder of 1162.08 acre tract, the following (4) four courses. 1) departing said proposed 30 foot wide easement, S 34°06'14" E, for a distance of 262.37 feet to a calculated point of curvature to the right; 2) along said curve to the right, having a delta angle of 52°32'54", a radius of 3090.00 feet, an arc distance 2833.96 feet and a chord which bears S 07°49'47" E, for a distance of 2735.68 feet to a calculated point of tangency; 3) S 18°26'40" W, for a distance of 374.11 feet to a calculated point being an ell corner in the northeasterly boundary line of a proposed 30 foot wide easement for the southeasterly corner of the herein described tract; 4) THENCE, with said proposed easement, N 71°03'39" W, for a distance of 30.00 feet to a calculated point being in the proposed easterly right-of-way line of a 110 foot wide strip of land (Arterial "A") for the southwesterly corner of the herein described tract; THENCE, departing said proposed 30 foot wide easement, with the said proposed easterly right-of-way line of (Arterial "A"), through the interior of said remainder of 1162.08 acre tract, the following (3) three courses: 5) N 18°26'40" E, for a distance of 373.85 feet to a calculated point of curvature to the left; 6) along said curve to the left, having a delta angle of 52°32'54", a radius of 3060,00 feet, an arc distance 2806.45 feet and a chord which bears N 07°49'47" W, for a distance of 2709.12 feet to a calculated point of tangency; 7) N 34°06'14" W, for a distance of 262.90 feet to a calculated point in the curving southerly line of said proposed 30 foot wide easement for the northwesterly corner of the herein described tract; 2.381 ACRES CITY OF ROUND ROCK NELSON EASEMENT PART 1 Page 2of4 NOVEMBER 12, 2013 8) THENCE, departing said proposed easterly right-of-way line of (Arterial "A"), with said proposed southerly easement line, along said curve to the right, having a delta angle of 00°30'17", a radius of 3407.00 feet, an arc distance of 30.00 feet and a chord which bears N 56°54'17" E, for a distance of 30.00 feet to the POINT OF BEGINNING, containing 2.381 acres (103,715 square feet) of land, more or less. NOTE: This easement is accompanied by a 50' wide temporary construction easement being coincident with, parallel and easterly of the above described courses 1 thru 3. The easterly line of said 50' wide temporary construction easement extends northerly to the southerly right-of-way line of said University Boulevard as shown on the accompanying sketch. This property description is accompanied by a separate parcel plat. All bearings recited herein are based on the Texas State Plane Coordinate System, Central Zone No. 4203, NAD 83. THE STATE OF TEXAS § COUNTY OF WILLIAMSON § KNOW ALL MEN BY THESE PRESENTS: That I, M. Stephen Truesdale, a Registered Professional Land Surveyor, do hereby certify that the above description is true and correct and that the property described herein was determined by a survey made on the ground under my direct supervision. WITNESS MY HAND AND SEAL at Round Rock, Williamson County, Texas. . Stephen Tru('sdale Registered Professional Land Surveyor No. 4933 Licensed State Land Surveyor Inland Geodetics, LLC Firm Registration No: 100591-00 1504 Chisholm Trail Road, Suite 103 Round Rock, TX 78681 (512) 238-1200 11 9 Date /3 O O 0 O D 1 133N 33S 3/volg -- 7,1 d (0 M (SAWA H10/M .(VM -30-1H0120 N 02I V/137 1083 oN IS83AINfl wod 11 (50) Z Tc m W (0 M 4 2 W r a Tr 0 (0 y tr Tr 0( 0 O 2 z W O 0 M m toZ 0 0 u 07 tri 0 (D N M N N 01 O N O O O M O O U U a 0) 0 O (0 0 4 0 O M 0 0) ,o to 0, N 0 O 0 0) O M O O O ft) 0 O 0 M 0, N M 0 U M (0 M a -J W 0 v 0 M M O M 0 O m 0 Z (-3 U M U v U 0 J Z M � Op„ h N 0.Q-10 0_,, (O W Q 0 CO I -z 0C) kQ 40 ?O W'O3 Q0' ZW OZZO WckincE Oc0n0 W� =(tU ?cJ CC 0aoo W 0 J CC 14Z 10 O U O 0 PI 0.8 ONI1S1'0 PAGE 3 OF 4 z J 49« zwvsig n ((0)3 0NllSVA3 l J 0 0 p J O O h WQR • OVL^ti co co • Cb 0 co WOCC WNr 2�Z0 ?Cp a V Q J 0 cL. 0 W a 1.019 ACRES CITY OF ROUND ROCK NELSON EASEMENT PART 2 EXHIBIT PROPERTY DESCRIPTION Page 1 of 3 NOVEMBER 12. 2013 DESCRIPTION OF A 1.019 ACRE (44,368 SQUARE FOOT) TRACT OF LAND SITUATED IN THE JOHN JUSTICE SURVEY, ABSTRACT NO. 356 IN WILLIAMSON COUNTY, TEXAS, BEING A PORTION OF THE REMAINDER OF THAT CALLED 1162.08 ACRE TRACT CONVEYED TO NELSON HOMESTEAD FAMILY PARTNERSHIP, LTD., IN DOCUMENT NO. 9824078 OF THE OFFICIAL RECORDS OF WILLIAMSON COUNTY, TEXAS, AND DESCRIBED IN INSTRUMENT RECORDED IN VOLUME 534, PAGE 562 OF THE DEED RECORDS OF WILLIAMSON COUNTY, TEXAS, ALSO BEING A PORTION OF THAT CALLED 78.50 ACRE TRACT OF LAND CONVEYED TO SAID NELSON HOMESTEAD FAMILY PARTNERSHIP, LTD., IN DOCUMENT NO. 9824078 (EXHIBIT "A", 2) OF THE OFFICIAL RECORDS OF WILLIAMSON COUNTY, TEXAS, AND DESCRIBED IN INSTRUMENT RECORDED IN VOLUME 819, PAGE 354 OF THE DEED RECORDS OF WILLIAMSON COUNTY, TEXAS, SAID 1.019 ACRE (44,368 SQUARE FOOT) TRACT OF LAND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: COMMENCING at a 1/2" iron rod found being the intersecting point of the existing westerly right-of-way line of County Road 117, (right-of-way width varies), and the existing southerly right-of-way line of County Road 112, (right-of-way width varies), same being the northeasterly corner of the remainder of that 1200.19 acre tract of land (Parcel Two) (Tract I) conveyed Avery Ranch Company, LTD by instrument recorded in Document No. 2002071336 of the Official Public Records of Williamson County, Texas and to Lucille Sharp Avery Exempt Trust by instrument recorded in Document No. 9545263 of the Official Records of Williamson County, Texas; THENCE with said existing southerly right-of-way line of County Road 112, same being the northerly boundary line of the remainder of said 1200.19 acre tract, S 69°55'12" W, for a distance of 90.57 feet to a calculated point; THENCE departing the boundary line of said remainder tract, crossing said right-of-way of County Road 112, N 20°00'19" W, for a distance of 70.18 feet to a calculated point, being in the existing northerly right-of-way line of said County Road 112, for the POINT OF BEGINNING and the most southerly southeast corner of the herein described tract; 1) THENCE, with said existing northerly right-of-way line of County Road 112, S 70°06'35" W, for a distance of 30.00 feet to calculated point being the southwesterly corner of the herein described tract; THENCE departing said existing northerly right-of-way Zine, through the interior of said 78.50 acre tract and said remainder of 1162.08 acre tract, the following (5) five courses: 2) N 20°00'19" W, for a distance of 60.00 feet to a calculated ell corner; 3) N 70°06'35" E, for a distance of 179.04 feet to a calculated angle point; 4) N 55°02'05" E, for a distance of 228.87 feet to a calculated ell corner, 5) N 31°19'32" W, for a distance of 589.29 feet to a calculated ell corner; 6) N 58°18'15" E, at a distance of 340.00 feet, passing the proposed curving westerly right-of-way line of a 110 foot wide strip of land (Arterial "A"), and continuing for a total distance of 450.15 feet to a calculated point in the proposed curving easterly right-of-way line of said (Arterial "A"), for the most northeasterly corner of the herein described tract; 7) THENCE, with said proposed easterly right-of-way line of (Arterial "A"), along a curve to the left, having a delta angle of 01°11'42", a radius of 1440.00 feet, an arc distance 30.03 feet and a chord which bears S 29°08'51" E, for a distance of 30.03 feet to a calculated point being the most northerly southeast corner of the herein described tract, and from which the intersection of said proposed easterly right-of-way line of (Arterial "A") and said existing northerly right-of-way line of County Road 112, bears along a continuation of said curve to the left, having a delta angle of 07°40'41'', a radius of 1440.00 feet, an arc distance 192.97 feet and a chord which bears S 33°35'02" E, at a distance of 192.83 feet to a calculated point of tangency, and S 37°25'23" E, at a distance of 397.25 feet; 1.019 ACRES CITY OF ROUND ROCK NELSON EASEMENT PART 2 Page 2 of 3 NOVEMBER 12, 2013 THENCE departing said proposed easterly right-of-way line of (Arterial "A"), through said remainder of 1162.08 acre tract and said 78.50 acre tract, the following (5) five courses: 8) S 58°18'15" W, at a distance of 110.06 feet, passing the proposed curving westerly right-of-way line of (Arterial "A"), and continuing for a total distance of 419.01 feet to a calculated ell corner; 9) S 31°19'32" E, for a distance of 587.63 feet to a calculated ell corner; 10) S 55°02'05" W, for a distance of 260.99 feet to a calculated angle point; 11) S 70°06'35" W, for a distance of 152.95 feet to a calculated ell corner; 12) S 20°00'19" E, for a distance of 30.00 feet to the POINT OF BEGINNING, containing 1.019 acres (44,368 square feet) of land, more or less. NOTE: This easement is accompanied by 2 temporary construction easements (TCE). TCE 1: being 50' wide, coincident with, parallel, northerly and westerly of the above described courses 3 thru 6, and 25' wide coincident with, parallel, and westerly of the above described course 2 as shown on the accompanying sketch. TCE 2: being 25' feet wide, coincident with, parallel, and easterly of the above described course 12 as shown on the accompanying sketch. This property description is accompanied by a separate parcel plat. All bearings recited herein are based on the Texas State Plane Coordinate System, Central Zone No. 4203, NAD 83. THE STATE OF TEXAS § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF WILLIAMSON § That I, M. Stephen Truesdale, a Registered Professional Land Surveyor, do hereby certify that the above description is true and correctand that the property described herein was determined by a survey made on the ground under my direct supervision. 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Manhole w112" Stub -Out Ea 1% EXHIBIT "A" PAGE 2 OF 2 \ cR X12 UTILITY EASEMENT THE STATE OF TEXAS 1 EXHIBIT KNOW ALL BY THESE PRESENTS: COUNTY OF WILLIAMSON That NELSON HOMESTEAD FAMILY PARTNERSHIP, LTD., a Texas limited partnership ("GRANTOR"), for and in consideration of the payment of TEN and NO/100 ($10.00) DOLLARS and other good and valuable consideration in hand paid to GRANTOR by the CITY OF ROUND ROCK, TEXAS, a home rule municipal corporation situated in the County of Williamson, State of Texas ("GRANTEE"), the receipt of which is hereby acknowledged, has GRANTED, SOLD and CONVEYED and by these presents does GRANT, SELL, and CONVEY unto Grantee a perpetual easement to construct, install, operate, maintain, inspect, enlarge, reconstruct, rebuild, relocate and remove a water, waste water, and/or drainage utility distribution system and water, waste water, and/or drainage lines, together with all necessary related lines, pipes, conduits, valves, vaults, manholes, ventilators, and other necessary equipment, improvements, accessories, and appurtenances related thereto, in, upon, over, under, and across the following described property (the "Property" or "easement area" or "easement"), to -wit: Two (2) tracts of land containing (respectively) approximately 2.381 acres and 1.019 acres, more or less, as described on Exhibits "A -B" attached hereto and made a part hereof for all intents and purposes. All lines, pipes, vaults, conduits and other facilities installed pursuant to this easement shall be placed and maintained underground, except that valves, manholes, ventilators and other equipment and appurtenances related thereto may be placed and maintained above -ground as necessary or desirable. This grant is hereby made by Grantor and accepted by Grantee without warranty, either express, implied or statutory. Grantor specifically excludes all warranties that might arise by common law as well as the warranties in Section 5.023 of the Texas Property Code (or its successor). This conveyance is made and accepted subject to any and all conditions, restrictions, covenants, ordinances, easements, and other title matters, if any, relating to the hereinabove described property that are: (i) of record in Williamson County, Texas, and/or (ii) discoverable by an on the ground survey of the Property, together with rights of lessees under the unrecorded grazing lease entered into as of September 1, 2012 between Nelson Homestead Family Partnership, Ltd., and James A. Davidson, Jr. (AKA Buster Davidson) and Dennis L. Davidson DBA Davidson Brothers. The terms, provisions and obligations hereof shall be covenants running with the land affected hereby and shall inure to the benefit of and be binding upon Grantor and Grantee and their respective heirs, executors, administrators, successors, and assigns. NELSON --Parcel 150 36' line utility easement.docx Except as otherwise noted, the easement, rights and privileges herein granted shall be perpetual; provided, however, that said easement, rights, and privileges shall cease and revert to Grantor in the event the water line and related systems are abandoned, or shall cease to be used, for a period of five (5) consecutive years. Except as otherwise provided herein, Grantor covenants that it will not convey any other easement or conflicting rights within the area covered by this grant without the express written consent of Grantee, which consent shall not be unreasonably withheld. Grantee shall have the right to review any proposed easement or conflicting use of the easement to determine the effect, if any, on the waterline contemplated herein. Prior to granting its consent for other easements, Grantee may require reasonable safeguards to protect the integrity of the waterline. As required by this paragraph, express written consent of Grantee shall be obtained by Grantor in the following manner: advance written notice must be given by certified mail to the (1) City of Round Rock City Manager at 221 East Main Street, Round Rock, Texas 78664, and (2) City Engineer at 2008 Enterprise Drive, Round Rock, Texas 78664. Following receipt of such notice, the City of Round Rock shall have ten (10) days in which to respond in writing granting consent, conditioning consent upon reasonable safeguards, or denying consent. Grantor further grants to Grantee: (a) upon notice to and approval of Grantor, which approval shall not be unreasonably withheld or delayed, the right of ingress to and egress from the easement over and across Grantor's property by means of roads and lanes thereon, if such exist, otherwise by such route or routes as shall occasion the least practicable damage and inconvenience to Grantor; provided that such right of ingress and egress shall not extend to any portion of Grantor's property which is isolated from the easement by any public highway or road now crossing or hereafter crossing the property; the foregoing right of ingress and egress includes the right of the Grantee to disassemble, remove, take down, and clear away any barricade or other structure which obstructs, prevents, or hinders Grantee's ingress to and egress from the Grantor's property, and should Grantee deem it necessary to so disassemble, remove, take down, or clear away any such barricade or other structure, Grantee shall, as soon as is reasonably feasible, replace or restore Grantor's property to as similar a condition as reasonably practicable as existed immediately prior to Grantee's actions pursuant to this provision, unless said barricade or other structure is inconsistent with the rights conveyed to Grantee herein; (b) upon notice to and approval of Grantor, which approval shall not be unreasonably withheld or delayed, the right of construction, maintaining and using such roads on and across Grantor's property as Grantee may deem necessary in the exercise of the right of ingress and egress; 2 (c) the right to mark the location of the easement by suitable markers, provided that such markers shall be placed in locations which will not interfere with any reasonable use Grantor shall make of the easement; (d) upon notice to and approval of Grantor, which approval shall not be unreasonably withheld or delayed, the right to grade the easement for the full width thereof and to extend the cuts and fills for such grading into and on the land along and outside the easement to such extent as Grantee may find reasonably necessary; (e) the right from time to time to trim and to cut down and clear away any and all trees and brush now or hereafter on the easement and to trim and to cut down and clear away any trees on either side of the easement which now or hereafter in the opinion of Grantee may be a hazard to the pipeline, valves, appliances or fittings, by reason of the danger of falling thereon or root infiltration therein, or which may otherwise interfere with the exercise of Grantee's rights hereunder, provided, however, that all trees which Grantee is hereby authorized to cut and remove, if valuable for timber or firewood, shall continue to be the property of Grantor, but all tops, lops, brush and refuse wood shall be burned or removed by Grantee; (f) the right to install, maintain and use gates in all fences which now cross or shall hereafter cross the easement; and (g) upon notice to and approval of Grantor, which approval shall not be unreasonably withheld or delayed, the right to support the pipelines across ravines and watercourses with such structures as Grantee shall deem necessary. (h) Grantor further grants and conveys to Grantee the right to use portions of the property adjacent to and parallel to the boundary of the easement area described herein as a temporary construction easement area, in the location shown and described in Exhibits "A -B" hereto, as may be reasonably necessary to construct and install the facilities described above. In no instance shall Grantee be entitled to use more than the width extending from the current boundary of the easement(s) than is specifically identified and described on the drawings which accompany the field notes in Exhibits "A -B". In no event shall Grantee clear or remove any trees within such temporary construction easement area without prior written approval of Grantor, which approval shall not be unreasonably withheld, conditioned, or delayed . Upon completion of the construction and installation of the facilities within the easement area, Grantee shall return all affected areas (i.e., both the perpetual easement area pursuant to the Easement and the temporary construction easement area) to the same or substantially similar condition as existed prior to these activities, including specifically, but without limitation: (i) removal of all construction equipment and materials and construction -related debris, waste and trash, (ii) in areas of pasture land re -vegetation of any disturbed, filled, or graded vegetation areas with native grass seed mix consisting of the following components: Green Sprangletop (2 lbs/acre), KR Bluestem (4 lbs/acre), Side Oats Grama/Haskell (4 lbs/acre), Buffalo Grass (5 lbs/acre), hulled Bermuda Grass (10 lbs/acre) , (iii) replacement of approximately 18" of existing top soil to be stockpiled by Grantee's contractor prior to the excavation of any trench for the proposed facilities, and which replacement shall have no rock material larger than 4" in diameter, and shall be placed in lifts thickness capable of being compacted to between 70% and 85% of maximum dry density per the specifications of ASTM D4253 and D4254. as fill for any activities or operations on cultivated and/or cropland, and (iv) repair of any roadway areas on Grantor's property used and damaged by Grantee. The temporary construction easement shall exist from the date beginning upon written notice of entry upon the temporary area to Grantor, and shall continue until the earlier to occur of the following events: (a) the expiration of twelve months following such notice; (b) final completion of the construction project, that being defined as thirty (30) days after issuance of the Certificate of Completion by the project engineer; or (c) April 30, 2015. The expiration of the temporary construction easement shall not otherwise affect any of Grantee's easement rights herein. Subject to the foregoing, all references in this instrument to "Property" and "easement area" shall include such temporary construction easement areas. Grantee hereby covenants and agrees: (a) Grantee shall not fence the easement area; (b) Grantee shall promptly backfill any trench made by it on the easement area and repair any damage it shall do to Grantor's property; (c) Grantee shall, to the extent allowed by law, indemnify and hold harmless Grantor and its heirs, executors, administrators, partners, successors and assigns from and against all liability, damages, suits, actions, lien claims, costs and expenses of whatsoever nature (including reasonable attorney's fees) to persons or property caused by or arising out of any of Grantee's operations or activities hereunder, including those of Grantee's agents and contractors. Grantor, for itself and Grantor's heirs, executors, administrators, successors and assigns, also excepts from the grant and retains and reserves the right to fully use and enjoy the Property for any and all purposes which do not unduly interfere with and prevent the use by Grantee of the easement as provided herein, including, without limitation, the rights to: (i) farm, graze livestock, and construct, install, maintain and utilize fences, terraces, and other related facilities for farming and grazing in, upon, over, under, and across the Property, (ii) construct, install, maintain and utilize private streets, roads, driveways, alleys, walks, lawns, parking areas and other like uses in, upon, over and across the Property, (iii) construct, install, maintain and utilize utility lines, facilities and related equipment, improvements and appurtenances in, upon, over, under, and across the Property and (iv) construct, install, maintain and utilize unimproved, non -structured (such as culverts and inlets) drainage ditches, channels and facilities in, upon, over, under, and across the Property. It is understood and agreed that construction, maintenance, and use of roads 4 and driveways for any use, as well as unimproved, non -structured (such as culverts and inlets) drainage ditches, channels and facilities, in, upon, over, under, and across the Property is a reasonable use thereof and shall not be considered to interfere with or prevent the use of such easement. Except as otherwise permitted herein, Grantor shall not erect or construct on the easement area any building or other structure such as a patio, swimming pool, sport court, storage shed, accessory building, barbeque pit or similar structure, or drill or operate any well or septic system, or construct any reservoir or other obstruction on the easement area, or diminish or substantially add to the amount of soil covering the pipelines. Grantee shall not be responsible or liable for the removal, repair or damage to any property, structure, building, or other use inconsistent with the rights conveyed to Grantee by the easement. Provided however, before constructing any improvements which are otherwise prohibited hereunder (other than replacement of improvements existing on the date hereof), at least ten (10) days written notice shall be provided to Grantee of the general plans of the improvement to be constructed on the easement area, and Grantor must first obtain the consent and approval from Grantee of the construction and location of any such improvements within the easement area. In addition, Grantor, for itself and Grantor's heirs, executors, administrators, successors and assigns, excepts from the grant and retains and reserves the right to fully use and enjoy the Property for purposes of maintaining and utilizing any facilities and related equipment, improvements and appurtenances in place in, upon, over, under, and across the Property as of the date hereof. Grantor reserves the right to convey similar rights and privileges, in, upon, over, under, and across the Property, to such other persons and at such other times as Grantor may so desire, provided that such additional rights and privileges granted shall be exercised in a reasonable manner so as not to materially interfere with the rights of Grantee herein. It is understood and agreed that any and all equipment and facilities placed upon said property shall remain the property of Grantee unless same are abandoned, or shall cease to be used, for a period of five (5) consecutive years. Notwithstanding the foregoing, this instrument does not grant to Grantee the right to store equipment or other personal property not in use on the Property. For so long as Grantor or Grantor's lessee uses the Property or Grantor's adjacent property for agricultural purposes, including grazing and maintaining livestock, Grantee agrees to minimize (or, if possible, avoid altogether) any adverse impact on such agricultural operations in the use of the easement granted hereunder. Without limiting the generality of the foregoing, Grantee agrees as follows: except in instances requiring emergency repair Grantee shall contact Grantor prior to entering the Property in order to coordinate such entry with the operations of Grantor or Grantor's lessee. Grantee shall keep all gates on Grantor's property closed, and gates located on the perimeter of Grantor's property locked, when not actually in use for immediate access by Grantee. Except in instances requiring emergency repair and no other reasonable access is available, no fences may be taken down, cut or damaged in any way without the express written consent of Grantor. In the event of any interference with farming operations and/or any crop damage in any way resulting from this easement, Grantee agrees to reimburse 5 Grantor's lessee upon demand for all reasonable costs and expenses related thereto, plus additional compensation for reasonable profits, if any, lost as a result thereof. GRANTEE EXPRESSLY UNDERSTANDS THAT GRANTOR HAS NO DUTY OR OBLIGATION WHATSOEVER, UNLESS OTHERWISE SET FORTH IN THIS EASEMENT, TO MAINTAIN THE PROPERTY, OR ANY PORTION THEREOF, FOR THE BENEFIT OF GRANTEE OR GRANTEE'S CONTRACTOR(S) OR INVITEES. Grantor shall have no responsibility, liability, or obligation with respect to any property of Grantee (including property of Grantee's contractors or invitees), it being acknowledged and understood by Grantee that the safety and security of any such property is the sole responsibility and risk of Grantee. GRANTEE HEREBY EXPRESSLY ASSUMES ALL RISKS AND PERILS ASSOCIATED WITH USE OF THE PROPERTY. Grantor has executed and delivered this agreement, and Grantee has received and accepted this agreement and the Property, AS IS, WHERE IS, AND WITH ALL FAULTS, AND WITHOUT ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, WRITTEN OR ORAL, IT BEING THE INTENTION OF GRANTOR AND GRANTEE TO EXPRESSLY REVOKE, RELEASE, NEGATE AND EXCLUDE ALL REPRESENTATIONS AND WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY AND ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES AS TO (I) THE CONDITION OF THE PROPERTY OR ANY ASPECT THEREOF, INCLUDING, WITHOUT LIMITATION, ANY AND ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES RELATED TO FITNESS FOR A PARTICULAR USE OR PURPOSE; (II) THE SOIL CONDITIONS, DRAINAGE, TOPOGRAPHICAL FEATURES, OR OTHER CONDITIONS OF THE PROPERTY OR WHICH AFFECT THE PROPERTY; (III) ANY FEATURES OR CONDITIONS AT OR WHICH AFFECT THE PROPERTY WITH RESPECT TO ANY PARTICULAR PURPOSE, USE, DEVELOPMENT POTENTIAL, OR OTHERWISE; (IV) THE AREA, SIZE, SHAPE, CONFIGURATION, LOCATION, CAPACITY, QUANTITY, QUALITY, VALUE, CONDITION, OR AMOUNT OF THE PROPERTY; (V) ALL EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES CREATED BY ANY AFFIRMATION OF FACT OR PROMISE OR BY ANY DESCRIPTION OF THE PROPERTY; (VI) ANY ENVIRONMENTAL, GEOLOGICAL, OR OTHER CONDITION OR HAZARD OR THE ABSENCE THEREOF HERETOFORE, NOW, OR HEREAFTER AFFECTING IN ANY MANNER ANY OF THE PROPERTY; AND (VII) ALL OTHER EXPRESS OR IMPLIED WARRANTIES AND REPRESENTATIONS BY GRANTOR WHATSOEVER. This conveyance is made and accepted subject to, and in further consideration for, Grantor's rights and Grantee's obligations with respect to the "Installed Additional Facilities" related to the facilities to be installed pursuant to this Easement, all as more particularly set forth in Section 2.3 of that certain Easement Purchase Contract between Grantor and Grantee dated on or about March 25, 2014. Such rights and obligations shall survive for the duration of this Easement and shall be enforceable through all available legal and equitable remedies. [Signature page to follow] 6 IN WITNESS WHEREOF, Grantor has caused this instrument to be executed on this the day of , 2014. STATE OF TEXAS COUNTY OF GRANTOR: NELSON HOMESTEAD FAMILY PARTNERSHIP, LTD., a Texas Limited Partnership By: NELSON HOMESTEAD MANAGEMENT, LLC, a Texas limited liability company (its general partner) By: John C. Nelson, Manager ACKNOWLEDGMENT BEFORE ME, the undersigned authority, on this day personally appeared John C. Nelson, Manager of Nelson Homestead Management, LLC, the general partner of Nelson Homestead Family Partnership, Ltd., known to me to be the persons whose names are subscribed to the foregoing instrument, and acknowledged to me that he executed said instrument. GIVEN under my hand and seal of office on this day of , 2014. Notary Public, State of Texas 7 STATE OF TEXAS COUNTY OF GRANTEE: CITY OF ROUND ROCK, TEXAS By: Its: ACKNOWLEDGMENT § § § BEFORE ME, the undersigned authority, on this day personally appeared of the City of Round Rock, known to me to be the persons whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed said instrument. GIVEN under my hand and seal of office on this day of , 2014. AFTER RECORDING RETURN TO: Sheets & Crossfield, P.C. 309 East Main Street Round Rock, TX 78664 Notary Public—State of Texas 8 EXHIBIT TEMPORARY CONSTRUCTION EASEMENT/STAGING AND STOCKPILING AREA University 36" Waterline/Parcel 150 36" Waterline/McNutt Creek 9 Wastewater Line KNOW ALL MEN BY THESE PRESENTS: That NELSON HOMESTEAD FAMILY PARTNERSHIP, LTD., hereafter referred to as "Grantor", whether one or more, in consideration of Ten Dollars ($10.00) and other good and valuable consideration paid by the City of Round Rock, Texas, the receipt of which is hereby acknowledged, does hereby grant to CITY OF ROUND ROCK, TEXAS, its agents, contractors, successors and assigns, hereinafter referred to as "Grantee", subject to any validly existing recorded easements or other encumbrances, an exclusive temporary construction easement for the sole purpose of establishing staging, storage and stockpiling areas in order to facilitate the construction of the Grantee's (1) University 36" water line project; (2) Parcel 150 36" waterline project; and (3) McNutt Creek 9 Wastewater line improvement project within adjacent easement areas pursuant to separate easement agreements between Grantor and Grantee (the "Projects"); including, but not limited to the establishment of a construction trailer, parking for contractors or others working on the Projects, storage of any and all construction equipment and materials necessary to carry out the utility construction activities in adjacent easement areas, stockpiling and processing of existing embankment fill or material removed or installed during construction, as well as any necessary containers for any such materials in, along, upon and across the portions of the property located in the County of Williamson, State of Texas, and specifically identified as "Prop. Const. Laydown Area" in Exhibit "A" and "Proposed Contractor Laydown Areas" in Exhibit "B", attached hereto and made a part hereof for any and all purposes (the "Property" or "easement areas"). No fuel or hazardous material storage tanks shall be placed within the easement areas, nor any substance, material, or waste that is now or hereafter classified or considered to be hazardous, toxic, or dangerous under any law relating to pollution or the protection or regulation of human health, natural resources or the environment, or poses or threatens to pose a hazard to the health or safety of persons ("Hazardous Materials"). Grantee shall not use, generate, store, or dispose of, or permit the use, generation, storage or disposal of Hazardous Materials on or about the Property or Grantor's property. Upon Grantor's discovery of Hazardous Materials on or about the Property or Grantor's property in violation of this paragraph, Grantor may immediately take any and all action reasonably appropriate to remedy the same, including taking all appropriate action to clean up or remediate any contamination resulting therefrom, and Grantee shall be responsible for the cost of same. The foregoing shall survive termination of this easement. The limits of the easement areas shall be fully enclosed and fenced with a six (6) foot chain link fence or better at all times, with fence gates locked at all times other than when actually in use by Grantee, its contractors or agents, Further, upon request of Grantor, silt fencing shall be placed and maintained at all times around the perimeter areas as well. No existing trees within the easement areas shall be removed without prior written approval of Grantor, which approval shall not be unreasonably withheld, conditioned or delayed. 00295498.DOC For so long as Grantor or Grantor's lessee uses the Property or Grantor's adjacent property for agricultural purposes, including grazing and maintaining livestock, Grantee agrees to minimize (or, if possible, avoid altogether) any adverse impact on such agricultural operations in the use of the easement granted hereunder. Without limiting the generality of the foregoing, Grantee agrees as follows: except in instances requiring emergency repair Grantee shall contact Grantor prior to entering the Property in order to coordinate such entry with the operations of Grantor or Grantor's lessee. Grantee shall keep all gates on Grantor's property closed, and gates located on the perimeter of Grantor's property locked, when not actually in use for immediate access by Grantee. Except in instances requiring emergency repair and no other reasonable access is available, no fences may be taken down, cut or damaged in any way without the express written consent of Grantor. In the event of any interference with farming operations and/or any crop damage in any way resulting from this easement, Grantee agrees to reimburse Grantor's lessee upon demand for all reasonable costs and expenses related thereto, plus additional compensation for reasonable profits, if any, lost as a result thereof. Grantee shall have the right at all times during the existence and operation of this easement to use the existing roads or lanes on the adjacent property of Grantor for ingress and egress between the public roadways, the staging areas and the existing utility easements and/or temporary easement areas where construction will occur, provided however that it is expressly agreed that no vehicles, materials or other items shall be parked, stored or otherwise left unattended on the existing roadways, and Grantee shall not otherwise block or obstruct any existing roadways on the adjacent property of Grantor for continued use by Grantor and Grantor's agricultural lessees for their existing purposes. For the consideration above recited and the mutual covenants and conditions herein contained the parties agree further as follows: Upon termination of this easement as provided herein, Grantee shall return the easement areas to the same or substantially similar condition as existed prior to Grantee's use hereunder, including specifically, but without limitation: (i) removal of all construction equipment and materials and construction -related debris, waste and trash, (ii) in areas of pasture land re -vegetation of any disturbed, filled, or graded vegetation areas with native grass seed mix consisting of the following components: Green Sprangletop (2 lbs/acre), KR Bluestem (4 lbs/acre), Side Oats Grama/Haskell (4 lbs/acre), Buffalo Grass (5 lbs/acre), hulled Bermuda Grass (10 lbs/acre) , (iii) replacement of approximately 18" of existing top soil to be stockpiled by Grantee's contractor prior to the excavation of any trench for the proposed facilities, and which replacement shall have no rock material larger than 4" in diameter, and shall be placed in lifts thickness capable of being compacted to between 70% and 85% of maximum dry density per the specifications of ASTM D4253 and D4254 as fill for any activities or operations on cultivated and/or cropland, and (iv) the repair of any roadway areas on Grantor's property used and damaged by Grantee. In addition, all fencing in or around the easement areas shall be removed upon completion and all areas will be graded to match pre-existing conditions as closely as possible. Grantor's adjacent property shall not be used for access, storage or any other use of any kind other than in the areas as shown on the attached Exhibits or as otherwise expressly set out herein. 2 All contractors or assigns working within the easement area are deemed to have assumed all of the Grantee's obligations under this easement, and shall indemnify and hold Grantor harmless from any and all causes of action, including but not limited to environmental levies against Grantor resulting from the activities of Grantee authorized by this easement, including but not limited to attorneys' fees. All contractors or other parties entering Grantor's property pursuant to this easement shall, as a condition of entering Grantor's property, maintain sufficient insurance to cover both the risk associated with the construction activities described herein and the indemnity obligations set forth herein (and in any event in an amount not less than $1,000,000.00 Combined Single Limit), and all such policies shall name Grantor as an additional insured. Grantee shall furnish evidence of such insurance coverage to Grantor prior to entry upon Grantor's property by Grantee or its contractors. This temporary construction easement and all of Grantee's rights hereunder shall begin on April 1, 2014, and shall terminate on March 31, 2015, or on the date of completion of construction of the Projects described above, whichever occurs first. Grantee shall, to the extent allowed by law, indemnify and hold harmless Grantor and its heirs, executors, administrators, partners, successors and assigns from and against all liability, damages, suits, actions, lien claims, costs and expenses of whatsoever nature (including reasonable attorney's fees) to persons or property caused by or arising out of any of Grantee's operations or activities hereunder, including those of Grantee's agents and contractors. GRANTEE EXPRESSLY UNDERSTANDS THAT GRANTOR HAS NO DUTY OR OBLIGATION WHATSOEVER, UNLESS OTHERWISE SET FORTH IN THIS EASEMENT, TO MAINTAIN THE PROPERTY, OR ANY PORTION THEREOF, FOR THE BENEFIT OF GRANTEE OR GRANTEE'S CONTRACTOR(S) OR INVITEES. Grantor shall have no responsibility, liability, or obligation with respect to any property of Grantee (including property of Grantee's contractors or invitees), it being acknowledged and understood by Grantee that the safety and security of any such property is the sole responsibility and risk of Grantee. GRANTEE HEREBY EXPRESSLY ASSUMES ALL RISKS AND PERILS ASSOCIATED WITH USE OF THE PROPERTY. GRANTEE ACCEPTS THE CURRENT AND FUTURE PHYSICAL CONDITION OF THE PROPERTY AS IS AND WITH ALL FAULTS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, GRANTOR MAKES NO IMPLIED OR EXPRESS REPRESENTATION OR WARRANTIES OF ANY KIND WHATSOEVER REGARDING THE PROEPRTY, INCLUDING, BUT NOT LIMITED TO, THE FITNESS FOR ANY USE BY GRANTEE, THE SAFETY OR SECURITY OF THE PROPERTY, OR ANY PORTION THEREOF, OR THE COMPLIANCE OF THE PROPERTY WITH ANY APPLICABLE LAW. THIS PROVISION SHALL SURVIVE THE TERMINATION OF THIS EASEMENT. 3 This grant is hereby made by Grantor and accepted by Grantee without warranty, either express, implied or statutory. Grantor specifically excludes all warranties that might arise by common law as well as the warranties in Section 5.023 of the Texas Property Code (or its successor). This conveyance is made and accepted subject to any and all conditions, restrictions, covenants, ordinances, easements, and other title matters, if any, relating to the hereinabove described property that are: (i) of record in Williamson County, Texas, and/or (ii) discoverable by an on the ground survey of the Property,. The terms, provisions and obligations hereof shall be covenants running with the land affected hereby and shall inure to the benefit of and be binding upon Grantor and Grantee and their respective heirs, executors, administrators, successors, and assigns. This instrument constitutes the entire agreement between the parties, and may be amended only by a writing signed by both parties. No waiver of any right hereunder shall be effective unless in writing. If any provision of this instrument should be held invalid, the remainder of this instrument shall continue in full force and the invalid provision shall be replaced by one which, being valid, most closely reflects the intention of the parties contained in the invalid provision. Time is of the essence with respect to this instrument. IN WITNESS WHEREOF, the parties hereto have executed this instrument on this day of , 2014. [signature pages follow] 4 THE STATE OF TEXAS COUNTY OF GRANTOR: NELSON HOMESTEAD FAMILY PARTNERSHIP, LTD., a Texas Limited Partnership By: NELSON HOMESTEAD MANAGEMENT, LLC, a Texas limited liability company (its general partner) By: John C. Nelson, Manager ACKNOWLEDGMENT This instrument was acknowledged before me on this the day of , 2014, by John C. Nelson, Manager of Nelson Homestead Management, LLC, the general partner of Nelson Homestead Family Partnership, Ltd., on behalf of Grantor, in the capacity and for the purposes and consideration recited herein. Notary Public, State of Texas 5 GRANTEE: CITY OF ROUND ROCK, TEXAS By: Steve Norwood, City Manager THE STATE OF TEXAS COUNTY OF WILLIAMSON ACKNOWLEDGMENT § § § This instrument was acknowledged before me on this the day of , 201, by Steve Norwood, City Manager of the City of Round Rock, Texas on behalf of Grantee, in the capacity and for the purposes and consideration recited herein. PREPARED IN THE OFFICE OF: Sheets & Crossfield, P.C. 309 East Main Round Rock, Texas AFTER RECORDING RETURN TO: Sheets & Crossfield, P.C. 309 East Main Round Rock, Texas 78664 6 Notary Public, State of Texas FIRST AMENDMENT TO WATER LINE EASEMENT STATE OF TEXAS COUNTY OF WILLIAMSON EXHIBIT i hF KNOW ALL PERSONS BY THESE PRESENTS: THIS FIRST AMENDMENT TO WATER LINE EASEMENT (this "Amendment") is made as of the day of , 2014, by and between NELSON HOMESTEAD FAMILY PARTNERSHIP, LTD., a Texas limited partnership ("Grantor"), and the CITY OF ROUND ROCK, TEXAS, a home rule municipal corporation situated in the County of Williamson, State of Texas ("Grantee") (Grantor and Grantee sometimes collectively referred to herein as the "Parties"). Recitals A. Grantor and Grantee are parties to that certain Water Line Easement dated December 16, 2013 and recorded under Document No. 2013116365, Official Public Records of Williamson County, Texas (the "Easement"). herein. B. The Parties now desire to make certain modifications to the Easement as provided Agreement In consideration of the premises and the mutual covenants and agreements hereinafter made, and for other good and valuable consideration, the receipt, validity and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: 1. Temporary Construction Easement. Grantor further grants and conveys to Grantee the right to use portions of the property adjacent to and parallel to the boundary of the easement area described in the Easement as a temporary construction easement area, in the location shown and described in Exhibit "A" to the Easement, as may be reasonably necessary to construct and install the facilities described in the Easement. In no instance shall Grantee be entitled to use more than the width extending from the current boundary of the easement than is specifically identified and described on the drawings which accompany the field notes in Exhibit "A" to the Easement. In no event shall Grantee clear or remove any trees within such temporary construction easement area without prior written approval of Grantor, which approval shall not be unreasonably withheld, conditioned, or delayed . Upon completion of the construction and installation of the facilities within the easement area, Grantee shall return all affected areas (i.e., both the perpetual easement area pursuant to the Easement and the temporary construction easement area) to the same or substantially similar condition as existed prior to these activities, including specifically, but without limitation: (i) removal of all construction equipment and materials and construction -related debris, waste and trash, (ii) in areas of pasture land re - vegetation of any disturbed, filled, or graded vegetation areas with native grass seed mix {007.00073402.1) 1 consisting of the following components: Green Sprangletop (2 lbs/acre), KR Bluestem (4 lbs/acre), Side Oats Grama/Haskell (4 lbs/acre), Buffalo Grass (5 lbs/acre), hulled Bermuda Grass (10 lbs/acre) , (iii) replacement of approximately 18" of existing top soil to be stockpiled by Grantee's contractor prior to the excavation of any trench for the proposed facilities, and which replacement shall have no rock material larger than 4" in diameter, and shall be placed in lifts thickness capable of being compacted to between 70% and 85% of maximum dry density per the specifications of ASTM D4253 and D4254. as fill for any activities or operations on cultivated and/or cropland, and (iv) repair of any roadway areas on Grantor's property used and damaged by Grantee. The temporary construction easement shall exist from the date beginning upon written notice of entry upon the temporary area to Grantor, and shall continue until the earlier to occur of the following events: (a) the expiration of twelve months following such notice; (b) final completion of the construction project, that being defined as thirty (30) days after issuance of the Certificate of Completion by the project engineer; or (c) April 30, 2015. The expiration of the temporary construction easement shall not otherwise affect any of Grantee's easement rights herein. Subject to the foregoing, all references in this instrument to "Property" and "easement area" shall include such temporary construction easement areas. 2. Agricultural Operations. For so long as Grantor or Grantor's lessee uses the Property or Grantor's adjacent property for agricultural purposes, including grazing and maintaining livestock, Grantee agrees to minimize (or, if possible, avoid altogether) any adverse impact on such agricultural operations in the use of the Easement. Without limiting the generality of the foregoing, Grantee agrees as follows: except in instances requiring emergency repair Grantee shall contact Grantor prior to entering the Property in order to coordinate such entry with the operations of Grantor or Grantor's lessee. Grantee shall keep all gates on Grantor's property closed, and gates located on the perimeter of Grantor's property locked, when not actually in use for immediate access by Grantee. Except in instances requiring emergency repair and no other reasonable access is available, no fences may be taken down, cut or damaged in any way without the express written consent of Grantor. In the event of any interference with farming operations and/or any crop damage in any way resulting from this easement, Grantee agrees to reimburse Grantor's lessee upon demand for reasonable all costs and expenses related thereto, plus additional compensation for reasonable profits, if any, lost as a result thereof. 3. Installed Additional Facilities. The conveyance under the Easement is made and accepted subject to, and in further consideration for, Grantor's rights and Grantee's obligations with respect to the "Installed Additional Facilities" related to the facilities to be installed pursuant to the Easement, all as more particularly set forth in Section 2.3 of that certain Easement Purchase Contract between Grantor and Grantee dated on or about March 25, 2014. Such rights and obligations shall survive for the duration of the Easement and shall be enforceable through all available legal and equitable remedies. 4. Miscellaneous. (a) All terms and conditions of the Easement not expressly modified by this Amendment shall remain in full force and effect, and, in the event of any inconsistencies between this Amendment and the terms of the Easement, the terms set forth in this Amendment shall {007.00073402.1 } 2 govern and control. All references in the Easement to "this Easement" or similar wording shall mean the Easement as amended by this Amendment. (b) This Amendment may be executed in one or more counterparts, which shall be construed together as one document. (c) This Amendment (i) shall be binding upon and shall inure to the benefit of each of the Parties and their respective successors, assigns, receivers and trustees; (ii) may be modified or amended only by a written agreement executed by each of the Parties; and (iii) shall be governed by and construed in accordance with the laws of the State of Texas. [signature page to follow] {007.00073402.1 } 3 IN WITNESS WHEREOF, the Parties have executed this First Amendment to Water Line Easement to be effective as of the date first written above. GRANTOR: NELSON HOMESTEAD FAMILY PARTNERSHIP, LTD., a Texas limited partnership By: Nelson Homestead Management, LLC, a Texas limited liability company, its general partner By: John C. Nelson, Manager GRANTEE: CITY OF ROUND ROCK, TEXAS By: Its: {007.00073402.1) 4 STATE OF TEXAS COUNTY OF § § § BEFORE ME, the undersigned authority, on this day personally appeared John C. Nelson, Manager of Nelson Homestead Management, LLC, the general partner of Nelson Homestead Family Partnership, Ltd., known to me to be the persons whose names are subscribed to the foregoing instrument, and acknowledged to me that he executed said instrument. GIVEN under my hand and seal of office on this day of , 2014. STATE OF TEXAS COUNTY OF § § § Notary Public for the State of Texas BEFORE ME, the undersigned authority, on this day personally appeared of the City of Round Rock, known to me to be the persons whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed said instrument. GIVEN under my hand and seal of office on this day of , 2014. Notary Public for the State of Texas AFTER RECORDING RETURN TO: Sheets & Crossfield, P.C. 309 East Main Street Round Rock, TX 78664 {007.00073402.1) 5 FIRST AMENDMENT TO WASTEWATER LINE EASEMENT STATE OF TEXAS COUNTY OF WILLIAMSON EXHIBIT KNOW ALL PERSONS BY THESE PRESENTS: THIS FIRST AMENDMENT TO WASTEWATER LINE EASEMENT (this "Amendment") is made as of the day of , 2014, by and between NELSON HOMESTEAD FAMILY PARTNERSHIP, LTD., a Texas limited partnership ("Grantor"), and the CITY OF ROUND ROCK, TEXAS, a home rule municipal corporation situated in the County of Williamson, State of Texas ("Grantee") (Grantor and Grantee sometimes collectively referred to herein as the "Parties"). Recitals A. Grantor and Grantee are parties to that certain Wastewater Line Easement dated December 16, 2013 and recorded under Document No. 2013116366, Official Public Records of Williamson County, Texas (the "Easement"). herein. B. The Parties now desire to make certain modifications to the Easement as provided Agreement In consideration of the premises and the mutual covenants and agreements hereinafter made, and for other good and valuable consideration, the receipt, validity and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: 1. Temporary Construction Easement. Grantor further grants and conveys to Grantee the right to use portions of the property adjacent to and parallel to the boundary of the easement area described in the Easement as a temporary construction easement area, in the location shown and described in Exhibit "A" to the Easement, as may be reasonably necessary to construct and install the facilities described in the Easement. In no event shall Grantee clear or remove any trees within such temporary construction easement area without prior written approval of Grantor, which approval shall not be unreasonably withheld, conditioned, or delayed . Upon completion of the construction and installation of the facilities within the easement area, Grantee shall return all affected areas (i.e., both the perpetual easement area pursuant to the Easement and the temporary construction easement area) to the same or substantially similar condition as existed prior to these activities, including specifically, but without limitation: (i) removal of all construction equipment and materials and construction -related debris, waste and trash, (ii) in areas of pasture land re -vegetation of any disturbed, filled, or graded vegetation areas with native grass seed mix consisting of the following components: Green Sprangletop (2 lbs/acre), KR Bluestem (4 lbs/acre), Side Oats Grama/Haskell (4 lbs/acre), Buffalo Grass (5 lbs/acre), hulled Bermuda Grass (10 lbs/acre) , (iii) replacement of approximately 18" of existing {007.00073406.1 } 1 top soil to be stockpiled by Grantee's contractor prior to the excavation of any trench for the proposed facilities, and which replacement shall have no rock material larger than 4" in diameter, and shall be placed in lifts thickness capable of being compacted to between 70% and 85% of maximum dry density per the specifications of ASTM D4253 and D4254. as fill for any activities or operations on cultivated and/or cropland, and (iv) repair of any roadway areas on Grantor's property used and damaged by Grantee. The temporary construction easement shall exist from the date beginning upon written notice of entry upon the temporary area to Grantor, and shall continue until the earlier to occur of the following events: (a) the expiration of twelve months following such notice; (b) final completion of the construction project, that being defined as thirty (30) days after issuance of the Certificate of Completion by the project engineer; or (c) April 30, 2015. The expiration of the temporary construction easement shall not otherwise affect any of Grantee's easement rights herein. Subject to the foregoing, all references in this instrument to "Property" and "easement area" shall include such temporary construction easement areas. 2. Agricultural Operations. For so long as Grantor or Grantor's lessee uses the Property or Grantor's adjacent property for agricultural purposes, including grazing and maintaining livestock, Grantee agrees to minimize (or, if possible, avoid altogether) any adverse impact on such agricultural operations in the use of the Easement. Without limiting the generality of the foregoing, Grantee agrees as follows: except in instances requiring emergency repair Grantee shall contact Grantor prior to entering the Property in order to coordinate such entry with the operations of Grantor or Grantor's lessee. Grantee shall keep all gates on Grantor's property closed, and gates located on the perimeter of Grantor's property locked, when not actually in use for immediate access by Grantee. Except in instances requiring emergency repair and no other reasonable access is available, no fences may be taken down, cut or damaged in any way without the express written consent of Grantor. In the event of any interference with farming operations and/or any crop damage in any way resulting from this easement, Grantee agrees to reimburse Grantor's lessee upon demand for all reasonable costs and expenses related thereto, plus additional compensation for reasonable profits, if any, lost as a result thereof. 3. Installed Additional Facilities. The conveyance under the Easement is made and accepted subject to, and in further consideration for, Grantor's rights and Grantee's obligations with respect to the "Installed Additional Facilities" related to the facilities to be installed pursuant to the Easement, all as more particularly set forth in Section 2.3 of that certain Easement Purchase Contract between Grantor and Grantee dated on or about March 25, 2014. Such rights and obligations shall survive for the duration of the Easement and shall be enforceable through all available legal and equitable remedies. 4. Miscellaneous. (a) All terms and conditions of the Easement not expressly modified by this Amendment shall remain in full force and effect, and, in the event of any inconsistencies between this Amendment and the terms of the Easement, the terms set forth in this Amendment shall govern and control. All references in the Easement to "this Easement" or similar wording shall mean the Easement as amended by this Amendment. {007.00073406.1 } 2 (b) This Amendment may be executed in one or more counterparts, which shall be construed together as one document. (c) This Amendment (i) shall be binding upon and shall inure to the benefit of each of the Parties and their respective successors, assigns, receivers and trustees; (ii) may be modified or amended only by a written agreement executed by each of the Parties; and (iii) shall be governed by and construed in accordance with the laws of the State of Texas. [signature page to follow] {007.00073406.1 } 3 IN WITNESS WHEREOF, the Parties have executed this First Amendment to Wastewater Line Easement to be effective as of the date first written above. GRANTOR: NELSON HOMESTEAD FAMILY PARTNERSHIP, LTD., a Texas limited partnership By: Nelson Homestead Management, LLC, a Texas limited liability company, its general partner By: John C. Nelson, Manager GRANTEE: CITY OF ROUND ROCK, TEXAS By: Its: {007.00073406.1 } 4 STATE OF TEXAS § § COUNTY OF § BEFORE ME, the undersigned authority, on this day personally appeared John C. Nelson, Manager of Nelson Homestead Management, LLC, the general partner of Nelson Homestead Family Partnership, Ltd., known to me to be the persons whose names are subscribed to the foregoing instrument, and acknowledged to me that he executed said instrument. GIVEN under my hand and seal of office on this day of , 2014. STATE OF TEXAS COUNTY OF § § § Notary Public for the State of Texas BEFORE ME, the undersigned authority, on this day personally appeared of the City of Round Rock, known to me to be the persons whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed said instrument. GIVEN under my hand and seal of office on this day of , 2014. AFTER RECORDING RETURN TO: Sheets & Crossfield, P.C. 309 East Main Street Round Rock, TX 78664 Notary Public for the State of Texas {007.00073406.1 } 5